Blog Archives

Extending Time for Indemnification Claims in M&A Deals: “No Harm No Foul”

Discover how a buyer’s indemnification claim was excused despite missing the time limit in an M&A deal. Learn about the Schillinger Genetics, Inc. v. Benson Hill Seeds, Inc. case and lessons on navigating indemnification claims in mergers and acquisitions. M&A

Posted in escrow, excuse for untimely indemnification claim, indemnification Tagged with: , , , , , , , , , ,

Ensuring Payment of Foreign Taxes in M&A Escrow: Lessons from a Legal Case

Explore a legal case that highlights the importance of addressing foreign tax liabilities in M&A deals. Learn from an $80 million acquisition where inadequate management of escrow arrangements led to a dispute over unpaid Mexican income taxes. Wednesday, July 1,

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Limiting Environmental Remediation Costs in M&A Deals

Explore how to mitigate environmental remediation costs in M&A transactions through a real-life case study. Learn from a legal perspective about managing environmental uncertainties in stock purchase agreements. M&A Stories January 17, 2019 In 2014, a business owner in Palo

Posted in Buyer beware, environment representations and warranties, environmental remediation, escrow, indemnification, promissory note, purchase price reduction, stock purchase agreement Tagged with: , , , , , ,

Environmental Liability in M&A Deals

Explore a legal case study on environmental liabilities in M&A deals. Learn about the dispute between a stock seller and buyer regarding contamination issues and indemnification. M&A Stories November 29, 2018 In this transaction, a company dealing in industrial combustion

Posted in environment representations and warranties, escrow, indemnification, representations and warranties Tagged with: , , , , , , , , , , , ,

Delaware Court Rules Buyer Must Honor Post-Closing Payments Despite Seller’s Breach

Explore the implications of a recent M&A case in Delaware (Post Holdings, Inc. v. NPE Seller Rep LLC), emphasizing the importance of honoring post-closing payments despite alleged breaches by the seller. Gain insights into contractual obligations, indemnification claims, and the

Posted in escrow, offset or setoff provision, stock purchase agreement Tagged with: , , , , , , , , , , , , , , , , ,

Buyer’s Failure to Follow Escrow Agreement Procedures Leads to Release of Funds: A Cautionary Tale

Explore the cautionary tale of an M&A case where the buyer’s failure to adhere to escrow agreement procedures resulted in the release of funds. Learn the importance of strict adherence to specified notice procedures to safeguard interests in M&A transactions.

Posted in escrow, fraud in business sale, notice provision, reliance Tagged with: , , , , , , , , ,

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