Introduction The Seller got past a motion for summary judgment in its gross profits earnout lawsuit against its strategic buyer. See http://www.mk-law.com/wpblog/court-gives-pharmacy-seller-chance-to-collect-earnout/ for my earlier blog about the summary judgment motion. But, although the seller won the battle, it ultimately…
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Strategic Buyer’s Refusal to Sign APA Authorized by LOI
Introduction The Mississippi high court held that an LOI gave a strategic buyer the right to not sign an APA. The deal The seller started operations as a Mississippi hospice in June of 2007. The founder and owner ran it…
Buyer blows merger extension deadline, fights $126 million breakup fee
Introduction A seller of a business may want the right to terminate a deal if a more attractive offer comes along; especially if the seller is a public company. The buyer will often agree to this provided that the seller…
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: breakout fee, extension of closing, implied covenant of good faith and fair dealing, reverse breakout fee, reverse termination fee, termination fee
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…
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