Explore the implications of the WARN Act in the M&A context through a case study on the buyer’s accountability for unpaid compensation to former employees in the acquisition of a trucking business. Gain insights into the legal proceedings, court rulings,…
Blog Archives
Buyer’s Liability in Trucking Business Acquisition: A WARN Act Case Study
Posted in layoff notice law or Warn Act, post asset purchase issues Tagged with: Acquisitions, asset purchase agreement, Business as a Going Concern, Buyer's Purchase, Court of Appeals decision, Court ruling, Day v. Celadon Trucking Services Inc., due diligence, Employee Transition, legal proceedings, Liability in M&A, M&A, Trucking Business Acquisition, WARN Act
Unraveling the Risks: Multi-Employer Pension Liabilities in California M&A
Explore the legal complexities of a recent M&A case in Santa Clarita, California, where a buyer faced unexpected challenges related to the seller’s unfunded multi-employer pension plan obligation. Gain insights into the court’s decision and the implications for buyers in…
Posted in constructive knowledge, multi-employer pension plan, union liabilities Tagged with: asset purchase agreement, Business acquisitions, Buyer's duty, California M&A, Collective Bargaining Agreements, constructive knowledge, due diligence, ERISA Indemnification, legal battle, Legal Developments, M&A legal blog, M&A Risks, Multi-Employer Pension Liabilities, Northwest Administrators Inc. v. Santa Clarita Convalescent Corporation, Pension Plan Obligation, Santa Clarita, Skilled Nursing Facility, Union Affiliations, Union-Related Issues
Buyer’s Challenge: Navigating Unforeseen Issues Post-M&A
Explore the intricate world of M&A with our latest blog post, “Buyer’s Challenge: Navigating Unforeseen Issues Post-M&A.” Delve into a real-life case, discovering the pitfalls and lessons learned in the M&A process. Uncover the importance of offset provisions in promissory…
Posted in offset right, post asset purchase issues, promissory note Tagged with: asset purchase agreement, Business Sale, Business Valuation, buyer protection, Buyer’s challenges, Carter v. Urban Service Systems Corporation, contractual arrangements, Court ruling, District of Columbia, due diligence, Fraud in M&A, Grit Contract, Industry Insights, Legal action, legal case study, legal implications, Legal intricacies, Legal remedies, M&A challenges, M&A legal, M&A negotiations, Merger and Acquisition stories, Offset provisions, Post-closing challenges, Profit projections, Promissory notes, Stock reclamation, Unforeseen issues, Washington D.C.
Successful Acquisition: Buyer’s Prudent Move in Distressed Hospital Purchase
Explore the strategic world of M&A in our latest blog post, ‘Successful Acquisition: Buyer’s Prudent Move in Distressed Hospital Purchase.’ Uncover the legal intricacies and triumphs as a California-based for-profit hospital chain navigates the acquisition of a 211-bed independent community…
Posted in buyer's assumption of seller liabilities in asset acquisition, distressed business acquisitions, post asset purchase issues, seller's age discrimination claims Tagged with: Age Discrimination, asset purchase agreement, Bankruptcy Strategy, Business acquisition, Buyer's Advantage, Buyer's Strategy, California Hospital Chain, case reference, Chapter 11 bankruptcy, Court ruling, distressed business, exit strategy, federal district court, Financial Restructuring, Growth, healthcare industry, Hospital Assets, Hospital Purchase, In Re East Orange General Hospital Inc., Legal Stories, Legal Triumphs, Liabilities, M&A, Newark New Jersey, Prudent Move, strategic acquisition
Federal Court Rules on Whether M&A Asset Buyer Is Subject to Seller Injunction
Explore the legal intricacies of M&A asset acquisitions with our latest blog post on the federal court ruling in ADT LLC v. NorthStar Alarm Services, LLC. Uncover buyer responsibilities, liability nuances, and the impact of seller federal injunctions in this…
Posted in post asset purchase issues, seller's federal injunctions Tagged with: ADT case, ADT LLC v. NorthStar Alarm Services LLC, ADT vs. NorthStar Alarm, asset acquisitions, asset purchase agreement, business contracts, business decisions, business law, business stakeholders, buyer accountability, buyer notice, buyer responsibilities, case analysis, Court decisions, de facto merger doctrine, Federal court ruling, federal trademark laws, injunction implications, Legal Developments, legal obligations, Legal Precedents, liability nuances, M&A legal, security industry, seller federal injunctions
Court Upholds Business Asset Buyer’s Lawsuit Against Seller’s Employee for Trade Secret Misuse
Explore the intricate world of M&A legal battles with our latest blog post, “Court Upholds Business Asset Buyer’s Lawsuit Against Seller’s Employee for Trade Secret Misuse.” Delve into compelling M&A stories, unraveling the aftermath of acquisitions, and the legal complexities…
Posted in post asset purchase issues, trade secret misappropriation by former seller employee Tagged with: Asset buyer, Business acquisition risks, business strategy, competitive landscape, competitive risks, confidentiality agreement, contracts, corporate competition, Corporate Law, corporate safeguards, Court Case, Court ruling, Customer accounts, customer records, Customer Solicitation, E.D. New York, Federal trademark law, General Security Inc. v. Commercial Fire & Security Inc., Industry specifics, legal complexities, Legal Developments, legal implications, legal proceedings, legal protections, M&A legal, M&A stories, non-compete covenant, non-disclosure, post-acquisition challenges, security system company, seller's employee, strategic insights, Trade secret misuse
Navigating Union Liabilities in M&A: Lessons from the Surecut Lawncare Case
Dive into the intricacies of M&A transactions with our latest blog post, ‘Navigating Union Liabilities in M&A: Lessons from the Surecut Lawncare Case.’ Uncover the complexities businesses face when merging, especially in dealings with unionized labor. Explore a recent legal…
Posted in alter ego, union liabilities Tagged with: alter ego, Asset acquisition, asset transactions, Business acquisition, business expansion, business growth, business merger, business operations, buyer, buyer-seller connection, caution in M&A, Collective Bargaining Agreement, Court decision, Court ruling, customer lists, disguised continuance, Eastern Missouri Laborers District Council, experienced labor lawyers, Goodwill, Industry specifics, key takeaways, labor law, labor lawyers, Lake of the Ozarks, legal battle, Legal Challenges, legal complexities, legal considerations, legal defense, legal obligations, M&A legal, M&A stories, Mergers and Acquisitions, navigating unionized labor, post-closing operation, Real Estate, seller, St. Louis, successful M&A journey, supplemental union dues, Surecut Lawncare case, Surecut Lawncare LLC, trademark, Trending Legal Topics, union liabilities
Buyer Beware: Understanding Liability for Asbestos Claims in Asset Purchases
Dive into the intricate world of M&A legalities with our latest blog post. Explore the strategic advantages and potential pitfalls of asset purchases versus stock acquisitions, as we unravel the complexities of liability, particularly in jurisdictions like Georgia. Discover how…
Posted in duty to warn, post asset purchase issues Tagged with: Asbestos claims, asset acquisitions, Asset Buyer’s Duty To Warn End-Users, asset purchases, Case Study, Contractual obligations, due diligence, Georgia Law, Legal Liabilities, Legal precedent, Legal Risks, Liability in Mergers, M&A legal issues, M&A Strategy, product liability, Warranty Service
Asset Buyer’s Liability under FMLA for Delay in Hiring Seller’s Employee Returning from Leave
Explore the legal intricacies of M&A transactions in our latest blog post. Delve into the liabilities asset buyers encounter under the Family and Medical Leave Act (FMLA) when integrating employees returning from leave. Gain insights from a recent case study…
Posted in Family and Medical Leave Act, post asset purchase issues Tagged with: Asset acquisition, asset purchase agreement, buyer liabilities, case law, Case Study, corporate laws, due diligence, employee integration, employee transitions, Employment law, Family and Medical Leave Act, FMLA liabilities, FMLA regulations, FMLA violations, Legal compliance, legal insights, legal responsibilities, M&A legal, managerial structure, Risk mitigation, succession planning, workforce management
Buyer’s Post-Closing Actions Ratify Seller’s Supply Contract: Lessons Learned
Dive into the intricacies of M&A legalities with our latest blog post. Learn valuable lessons from a recent legal case regarding buyer’s post-closing actions and the implications for seller’s supply contracts. Gain insights into navigating relationships with a seller’s vendors,…
Posted in post asset purchase issues, ratifying unassumed contract by post-closing action Tagged with: Asset Buyers, asset purchase agreement, Buyer Obligations, buyer's post-closing actions, buyer's preferences, contract assumption, contract negotiation, contract ratification, contract review, contractual liabilities., Contractual obligations, legal case study, Legal dispute, legal implications, Legal lessons, M&A legal, M&A Risks, Mergers and Acquisitions, post-acquisition interactions, post-closing engagements, seller counterparties, seller's supply contracts, supplier contracts, vendor relationships
Recent Posts
- Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
- Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC
- Understanding M&A Asset Buyer Responsibilities for Unassumed Seller Contracts
- Navigating Real Estate Lease Assignments in M&A: A Case Study
- Navigating Earnout Disputes in Mergers & Acquisitions
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- reasonably equivalent value
- receipt of buyer equity or security
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- reliance
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- representation and warranty about customers
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- revenue and profit projections
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- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
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- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
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- 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 unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- Selling shareholders problem with their board of directors
- severance benefits
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- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
- state and local tax
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- state franchise/income tax
- statute of frauds
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- stay bonus
- step-down provision
- stock purchase agreement
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- strategic acquisition
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- structure of transaction
- subordination
- substance over form
- substantially all assets
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- sufficiency of assets rep
- supply problems
- survival of covenants
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- tangible net worth
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- Taxation
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- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
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- Uncategorized
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- union fringe benefits
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- valuation
- 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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