Blog Archives

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: , , , , , , , , , ,

Seller of business had no obligation to subordinate its purchase money promissory note to buyer’s bank

Target is a business located in Palo Alto, California, which specializes in the electro-plating of metal components for industrial uses. In the spring of 2014, Seller (the sole owner of all shares in Target) was approached by representatives of companies

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

Employee loses vested stock options upon sale of controlling interest in Employer

Employee is an executive with expertise in revenue cycle management and outsourcing phone calls and business processing services in the healthcare industry. Target is a Tampa, Florida based private company providing healthcare business outsourcing and knowledge process outsourcing services to

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

Recent Comments