M&A Stories September 25, 2020 Introduction It is not unusual to sign a definitive acquisition agreement and defer the closing until some important third-party approvals are obtained. There is a temptation sometimes to structure the deal so that the buyer…
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Case Demonstrates Risk of Trying to Operate Business Before Acquisition Closing
Posted in certificate of need, deferred closing, governmental approval, liquidated damages provision Tagged with: M&A stories, M&A tips
Buyer of internal audit and consulting firm gets burned by tax benefit sharing and liquidated damages provisions
In August 2013, the buyer acquired the global internal audit and consulting subsidiary of the seller, pursuant to a stock purchase agreement. The agreement required the buyer to pay seller 50% of certain tax benefits that the buyer will receive…
Posted in liquidated damages provision, tax benefit sharing
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- projections
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- rescission
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- tangible net worth
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- tax
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- transferee liability for taxes IRC Section 6901
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- UCC search
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- valuation
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- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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