Wednesday, July 1, 2020 Introduction A buyer of the assets of a business does not want responsibility for the income taxes that apply to seller’s gain from the transaction. So how can the buyer manage the risk of the taxing…
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Seller’s indemnification for environmental remediation costs capped by escrow amount and note adjustment provision
Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares…
Stock sellers lose opening legal battle over buyer’s environmental claim
In November 2007, Sellers of Target agreed to sell Target to Buyer through a stock purchase agreement. When the sale closed in December 2007, Sellers placed $16.7 million into escrow to secure any post-closing claims that Buyer might assert. Target’s…
Delaware Court says that alleged material breach of stock purchase agreement by seller of target company does not excuse buyer from making post-closing payments to seller
On August 31, 2016, Buyer and Sellers entered into a stock purchase agreement in which Buyer agreed to purchase all of Sellers’ shares of Target stock for $93.5 million, subject to certain post-closing adjustments. The transaction closed on October 3, 2016.…
Buyer of business can’t stop release of escrowed funds to seller, because buyer did not follow the escrow agreement’s notice provision
Seller held a number of consumer debt accounts in Puerto Rico. Seller first approached Buyer about a possible sale of Seller’s debt accounts sometime in 2013 and, later that year, the parties entered into discussions. The accounts consisted of auto loans,…
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