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

Posted on March 4, 2025 by mklaw_admin

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: Asset acquisition, Asset sales, Business acquisition risks, Buyer liability, continuity of ownership, continuity of ownership in M&A, de facto merger, executive management contract, liability in asset sales, M&A case study, M&A deal structure, M&A Disputes, M&A law, M&A Legal Risks, Pennsylvania business law, Pennsylvania M&A, post-closing management, promissory note, successor liability, vendor disputes in M&A, waste management M&A

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

Posted on June 26, 2019 by John McCauley

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: Asset purchase agreement (APA), bad faith, Breach of contract. Good faith, Buyer's actions, Case reference: Huntingford v. Pharmacy Corporation of America, Customer accounts, Delaware law, Earnout clause, Gross profits, M&A agreements, M&A lawsuit, Seller's Earnout, Strategic buyer

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

Posted on June 25, 2019 by John McCauley

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: asset purchase agreement, Breach of contract, Buyer abandoned purchase, buyer's decision, covenant of good faith, Legal Case, letter of intent, M&A, M&A stories, Mississippi hospice, Mississippi Supreme Court, Strategic buyer

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

Posted on March 28, 2019 by John McCauley

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: antitrust issues, Breakup Fee, Business acquisitions, contract disputes, Delaware Court of Chancery, extension of closing, implied covenant of good faith and fair dealing, M&A, Manfre v May, merger deadline, reverse termination fee

Key Lessons from a Palo Alto M&A Dispute

Posted on December 13, 2018 by John McCauley

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: Bank Financing, business law, buyer-seller dispute, Court ruling, Debt Subordination, implied covenant of good faith and fair dealing, Key Lessons, Legal case reference, legal insights, M&A dispute, Mergers and Acquisitions, Palo Alto M&A Dispute, Post-Closing Down Payment, purchase price adjustments, stock purchase agreement

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

Posted on September 18, 2018 by John McCauley

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: Business acquisition, business professionals, Change of Control Stock Options Termination, Contractual agreements, controlling interest, COO, Fundingsland v. OMH Healthedge Holdings Inc., healthcare outsourcing, leadership roles, legal repercussions, M&A, negotiation, Risk mitigation, San Diego federal district court, stock options, stock purchase agreement