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…
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Buyer blows merger extension deadline, fights $126 million breakup fee
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…
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…
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- "as is where is"
- actual knowledge
- actual notice to known creditors
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- allocation of preclosing taxes refunds and credits
- alter ego
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- asset buyer's assumption of seller's liabilities by contract
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- California
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- Description of business assets purchased
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- fee based upon buyer debt assumption
- financial representation and warranty
- financing acquisition issues
- financing contingency
- for cause termination
- force majeure
- forum selection clause
- fraud carveout
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- fraudulent intent
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- further assurance provision
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- hiring seller's employees
- implied covenant of good faith and fair dealing
- indemnification
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- inequitable
- insurance broker duty
- insurance coverage
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- integration clause
- Internal Revenue Code Section 1377 election
- investment banker/business broker
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- key employees of target
- land use issues
- layoff notice law or Warn Act
- leases
- leases
- letter of intent
- liens
- liquidated damages provision
- loss payee
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- M&A agreement
- major shareholders exclusion
- material
- material contracts
- material rep and warranty breach
- membership interest purchase agreement
- mere continuation
- mere continuation exception
- merger
- merger agreement
- midco transaction
- minority business participation program
- misleading personal financial statement
- missing attachment to acquisition document
- multi-employer pension plan
- mutual mistake
- negligent misrepresentation
- net working capital adjustment
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- No Undisclosed Liabilities
- noncompete area
- nondisclosure agreement
- nondisclosure provision
- nonsolicitation of employees and customers
- notice
- notice provision
- officer or director's fiduciary duty to disclose
- offset or setoff provision
- offset right
- overly complicated language in contract
- owner liability for company breach of financing deal
- personal goodwill
- personal guaranty
- personal guaranty of company debt by selling shareholder
- personal guaranty of lease
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post signing asset valuation
- prior-material-breach doctrine
- private equity
- products line exception
- promissory note
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- receipt of buyer equity or security
- receipt of buyer equity or security
- reformation
- reformation of contract
- reliance
- representation and warranty about customers
- representations and warranties
- rescission
- retaliation
- revenue and profit projections
- reverse termination or breakup fee
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's warranty claims
- severance benefits
- sexual harassment
- shareholder buyout of partner
- shareholder release
- sharing transaction tax deduction benefits
- specific performance
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- strategic acquisition
- strategic acquisition
- subordination
- success fee
- successor liability
- survival of covenants
- survival of reps and warranties
- target's stock options
- tax benefit sharing
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party beneficiary clause
- timely objection to indemnification claim
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- transferee liability for taxes IRC Section 6901
- transitory services contracts
- tying fraud to economic loss
- UCC search
- Uncategorized
- unemployment tax rate liability
- union fringe benefits
- union liabilities
- value added tax or VAT
- waiver of contractual provision
- waiver provision
- Withholding Post-closing payments
- working capital adjustment
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