Blog Archives

NO DUTY TO NEGOTIATE IN GOOD FAITH FOR TEXAS BUYER: A LESSON FROM M&A DEAL GONE AWRY

The buyer signs a nonbinding letter of intent to acquire a business. The deal never closes. A Texas intermediate appellate court finds that a prospective buyer owed the seller no duty of good faith and fair dealing. M&A Stories October

Posted in implied duty of good faith and fair dealing, letter of intent, nonbinding Tagged with: , , , , , , , , ,

COURT RULES BUYER NOT BOUND BY SELLER’S REVISIONS TO LOI IN M&A DEAL

Read about a recent court case involving LOI revisions in an M&A deal where the buyer was found not to be bound by the seller’s additional terms. Learn the importance of clarity in LOIs and avoiding disputes in business transactions.

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Buyer’s Ability to Solicit Seller’s Employees Despite Letter of Intent

Explore the legal complexities surrounding a buyer’s ability to approach seller’s employees despite a Letter of Intent (LOI) in business acquisitions. Understand the case of American Mortgage & Equity Consultants, Inc. v. Everett Financial, Inc. and key factors affecting the

Posted in letter of intent, modification as counteroffer, no solicitation of seller employees, nonbinding 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: , , , , , , , , , , ,

Seller loses $12.7 million jury verdict on appeal for damages for potential buyer’s claimed breach of confidentiality provision in letter of intent

In 2010, Seller was an integrated design and manufacturing company specializing in the development, production, installation, repair, and servicing of heavy equipment for use by offshore energy companies in the Gulf Coast region. Seller was founded in 2002 and employed

Posted in damages, diminuation of value, lost profits, nondisclosure agreement, nondisclosure provision, strategic acquisition, strategic acquisition

Seller of scrap metal business waived Buyer’s breach of a nondisclosure provision

Buyer, headquartered in Cleveland, Ohio, and Seller, headquartered in Covington, La., are scrap metal recycling companies with substantial operations in Nashville, Tennessee. On December 9, 2015, they entered into a Confidentiality and Non-Disclosure Agreement (“NDA”) as part of discussions regarding

Posted in exclusivity provision, letter of intent, nondisclosure agreement

Court finds that seller of business may have violated an LOI exclusivity provision

This is story about how a company negotiating the sale of its business (the “seller”) ended up in court with the company interested in buying the business (the “buyer), over a provision in a letter of intent. In the words

Posted in exclusivity provision, letter of intent

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