Blog Archives

Pennsylvania’s Broad Approach to Successor Liability in De Facto Mergers

Explore Pennsylvania’s broad approach to successor liability in asset sales, with a focus on the de facto merger doctrine. This case study on a Pennsylvania waste management acquisition sheds light on how the state’s courts interpret continuity of ownership, even

Posted in anti-destruction clause, continuity of ownership, customer list, de facto merger exception, fee based upon buyer debt assumption, implied covenant of good faith and fair dealing, no oral modifications of contract, overly complicated language in contract, success fee, successor liability, target's stock options, trade secret misappropriation, waiver of contractual provision Tagged with: , , , , , , , , , , , , , , , , , , , ,

Seller’s Earnout Lawsuit Verdict: Strategic Buyer’s Actions Deemed Not in Bad Faith

Explore a recent M&A case involving a seller’s earnout lawsuit against a strategic buyer. Delve into the details of the case and its implications for the M&A landscape. Learn about the importance of precise APA language and the challenges sellers

Posted in earn outs, implied covenant of good faith and fair dealing Tagged with: , , , , , , , , , , , ,

Strategic Buyer’s Decision Not to Proceed with APA after LOI

Explore the Mississippi high court’s ruling on a strategic buyer’s refusal to sign an Asset Purchase Agreement (APA) after signing a Letter of Intent (LOI) in this M&A legal blog. Delve into the background, hurdles, outcome, and legal action of

Posted in implied covenant of good faith and fair dealing, letter of intent, nonbinding Tagged with: , , , , , , , , , , ,

Buyer Misses Merger Deadline, Faces $126 Million Breakup Fee Battle

Explore a legal battle over a $126.5 million reverse breakup fee resulting from a missed merger deadline. Delve into the complexities of M&A agreements and antitrust issues. M&A Stories March 28, 2019 Introduction: In the world of business acquisitions, sellers

Posted in extension of closing, implied covenant of good faith and fair dealing, merger, reverse termination or breakup fee, termination of M&A agreement, termination or breakup fee Tagged with: , , , , , , , , , ,

Key Lessons from a Palo Alto M&A Dispute

Explore a significant M&A dispute involving a Palo Alto company and the key lessons learned from this case. Understand the importance of addressing debt subordination in M&A deals to avoid costly disputes. M&A Stories December 13, 2018 In December 2018,

Posted in implied covenant of good faith and fair dealing, promissory note, subordination Tagged with: , , , , , , , , , , , , , ,

The Tale of Lost Stock Options: Lessons from a Healthcare Business Sale

Explore the cautionary tale of a Tampa-based healthcare outsourcing company and the legal repercussions faced by its COO as his stock options became worthless after a controlling interest acquisition. Learn valuable lessons in proactive negotiation and safeguarding stock options in

Posted in anti-destruction clause, implied covenant of good faith and fair dealing, stock purchase agreement, target's stock options Tagged with: , , , , , , , , , , , , , , ,

Recent Comments

Categories