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…
Blog Archives
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: 'No Harm No Foul', buyer's claim, compensation rules, Delaware Court of Chancery, escrow funds, grace period for indemnification claims, Indemnification claims, Legal Disputes, M&A deals, Schillinger Genetics v. Benson Hill Seeds, time limit extension
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,…
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: Acquisition Agreements, Asset purchase agreements, Business acquisitions, buyer's protection, Case Study, Continental Motors, Danbury Aerospace, indemnification, indemnification provision, legal outcomes, M&A legal risk, third party vs direct claims
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: Asset buyer, Claros Diagnostics v. OPKO Health, contract breach, Delaware Court of Chancery, earnout, fraud-breach claims, M&A legal blog, medical device company acquisition, post-closing claims, statute of limitations
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: Court verdict analysis, Delaware Court of Chancery, indemnification, M&A legal case, Manufacturing defect, Material breach, Pre-closing issues, Product recall dispute, Project Boat Holdings LLC v. Bass Pro Group LLC, Purchase agreement provisions, Seller responsibility
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…
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: Asset purchase agreement (APA), Buyer's offset rights, California environmental litigation, Chrome plating business, Delaware Superior Court, Environmental legal costs, Legal challenge in M&A, M&A offset rights, Post-closing contamination, Seller indemnification, setoff rights
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: 10 Del. Code § 8106(c), contract claims, contractual timeframes, Delaware Court of Chancery, Indemnification claims, intellectual property representation, Kilcullen v. Spectro Scientific, Legal battles, M&A agreements, M&A Delaware law, statute of limitations, survival periods, tolling
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