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Learn about the importance of clear indemnification provisions in M&A agreements. This blog discusses a recent Pennsylvania court case where a buyer’s right to defense was triggered by a product claim, not just a lawsuit. M&A Stories July 27, 2021

Posted in duty to defend, indemnification Tagged with: , , , , , ,

Extending Time for Indemnification Claims in M&A Deals: “No Harm No Foul”

Discover how a buyer’s indemnification claim was excused despite missing the time limit in an M&A deal. Learn about the Schillinger Genetics, Inc. v. Benson Hill Seeds, Inc. case and lessons on navigating indemnification claims in mergers and acquisitions. M&A

Posted in escrow, excuse for untimely indemnification claim, indemnification Tagged with: , , , , , , , , , ,

Seller’s Responsibility for Buyer’s Pre-Closing Claim Costs in M&A Deals

Explore the intricacies of seller responsibilities for buyer’s pre-closing claim costs in M&A deals. Learn how indemnification provisions can play a crucial role in protecting buyers from unexpected legal challenges. Case reference: ALLERGAN FIN., LLC v. PFIZER INC. April 30,

Posted in indemnification Tagged with: , , , , , , , , , , ,

Understanding When Indemnification Applies in Asset Purchase Agreements

Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world

Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: , , , , , , , , , , ,

Asset Buyer Can’t Recoup its Stale Fraud-Breach Claims Against Earnout

Explore a case study from March 10, 2020, involving a medical device company acquisition and the implications of not pursuing fraud/breach claims post-closing. Learn about the court’s ruling and the importance of timely action in M&A deals. March 10, 2020

Posted in earn out, earn outs, recoupment doctrine, statute of limitations Tagged with: , , , , , , , , ,

No Seller Responsibility for Pre-Closing Product Recall in M&A Deal

Explore a legal analysis of a significant M&A case where a buyer’s claim for indemnification in a product recall dispute was examined by the Delaware Court of Chancery. Gain insights into the court’s verdict and learn how such disputes can

Posted in breach of representations and warranties, financial representation and warranty, indemnification, indemnification for pre-closing product loss, MAE rep, No Undisclosed Liabilities, representations and warranties Tagged with: , , , , , , , , , ,

Buyer’s Indemnification Claim: Understanding Contractual and Statutory Limitations

Explore the complexities of indemnification claims in M&A deals. Understand how contractual and statutory limitations impact buyer’s claims based on the Kilcullen v. Spectro Scientific case. Learn from this legal dispute to navigate future acquisitions effectively. December 11, 2019 Introduction:

Posted in extension by contract in Delaware, indemnification, Intellectual Property, statute of limitations, survival of covenants, survival of reps and warranties, tolling Tagged with: , , , , , , , , , , ,

Buyer’s Responsibility for Asbestos Claims Punitive Damages

Explore the implications of punitive damages in asbestos claims within M&A deals. Learn from the case of Parker Hannifin Corp. v. Standard Motor Products, Inc. October 31, 2019 Introduction: Liability related to asbestos claims is a common concern for manufacturing

Posted in asbestos claims, indemnification, punitive damages Tagged with: , , , , , , , , , , ,

Buyer’s Rights to Offset Environmental Legal Costs in M&A Deals

Explore the nuances of buyer offset rights in M&A deals and their application in a real-world case. Learn how a Delaware court ruled on a seller’s challenge to offset legal costs in a post-closing environmental litigation. September 9, 2019 M&A

Posted in environmental, indemnification, offset or setoff provision Tagged with: , , , , , , , , , ,

Extending Contractual Timeframes in M&A Deals Under Delaware Law

Explore the implications of Delaware law on survival periods and statute of limitations in M&A agreements. Learn how a recent case, Kilcullen v. Spectro Scientific, Inc., sheds light on extending timeframes for indemnification claims. September 6, 2019 M&A Stories Introduction:

Posted in extension by contract in Delaware, indemnification, statute of limitations, survival of reps and warranties, tolling Tagged with: , , , , , , , , , , , ,

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