Blog Archives

The Reach of a Forum Selection Clause: Can M&A Buyer’s Fraud Suit against Seller and Multiple Owners and Managers Be Tried in Delaware?

Dive into the complexities of M&A forum selection clauses with our latest blog post, which analyzes a case where a buyer’s fraud suit against a seller and multiple managers and owners was partially dismissed in Delaware. The court ruled in

Posted in fraud in business sale, Problems with financials, problems with forum selection clauses Tagged with: , , , , , , , , , , , , , , , , , , , ,

BUYER NOT IN BREACH FOR DEMANDING REFUND AFTER UNVEILING SELLER’S FRAUD IN NIGHTCLUB PURCHASE

A Georgia intermediate appellate court held that the buyer had not breached the purchase agreement after the closing for wanting to unwind the deal. July 26, 2023 Introduction: In a recent case, an Atlanta nightclub buyer faced a lawsuit from

Posted in fraud in business sale Tagged with: , , , , , , , , , , ,

BUYER ACCUSES TIMESHARE SELLER OF HIDING CREDIT RISKS BEFORE DEAL COMPLETION

Learn about a recent M&A case where a buyer alleges the seller concealed credit risks before closing, leading to legal action and a court ruling denying the seller’s motion to dismiss. M&A Stories    April 13, 2021   Introduction: When buying a business,

Posted in exclusive remedy, fraud carveout, fraud in business sale, fraudulent inducement Tagged with: , , , , , , , , , , , ,

SEC Files Lawsuit Against Target Executives for Deceptive Practices in M&A Deal

The SEC’s legal action against Target’s CEO and CTO reveals the consequences of misleading buyers in M&A deals. Learn about the case and its implications for ethical M&A negotiations. M&A Insights Choosing the ethical path in M&A negotiations is not

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Buyer’s Ability to Sue Seller for Fraud in Delaware “As Is” Deal

Explore the legal implications of fraud in M&A deals, particularly in cases where buyers agree to purchase assets “as is” without explicit assurances. Learn from a real case study and understand the importance of representations and warranties in protecting buyers’

Posted in "as is where is", fraud in business sale Tagged with: , , , , , , , , , , ,

Buyer Cannot Sue Seller for Withholding Pending Customer Loss Information

Explore a case study in M&A where the buyer’s inability to sue the seller is examined due to contractual limitations on claims beyond representations and warranties. M&A Stories December 10, 2020 Introduction: When considering the purchase of a business, it’s

Posted in contracts, due diligence, extra-contractual fraud, fraud in business sale, non-reliance clause Tagged with: , , , , , , , , , , , ,

Seller’s $14.5 Million Fraud Claim Fails Against Majority Shareholder in Stock Deal

Read about a case where a $14.5 million fraud claim by siblings against a majority shareholder in a pharmaceutical company stock deal failed due to oversight in reviewing legal documents. Learn the importance of thorough legal document examination before finalizing

Posted in fraud in business sale, fraudulent inducement, shareholder release Tagged with: , , , , , , , , , , , , ,

Buyer Can Sue Seller’s Owner for Fraud in Asset Business Deal

Explore a case study where a buyer sued a seller’s owner for fraud in an asset business deal. Learn about the legal elements, court’s decision, and valuable takeaways for buyers in similar situations. January 20, 2020 Introduction: “Things gained through

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Court Approves Seller’s Fraud Lawsuit in Earnout Dispute

Explore a real-life M&A dispute where a seller’s fraud lawsuit against a buyer over an earnout disagreement led to a court ruling. Gain insights into the legal intricacies of this case and the implications for M&A agreements. November 6, 2019

Posted in anti-reliance clause, earn outs, integration clause Tagged with: , , , , , , , , , ,

Earnout Dispute: Lessons for Business Sellers

Explore the case of a Texas-based seller’s earnout dispute and the consequences of failing to verify earnout calculations. Learn valuable lessons for business sellers in M&A deals September 3, 2019 M&A Stories Introduction: When buying or selling a business, disagreements

Posted in earn out, earn out dispute procedure, economic loss doctrine, fraud in business sale, fraud in the inducement exception Tagged with: , , , , , , , , , ,

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