Explore a case study on M&A legal issues as a supplier sues a seller for alleged fraud. Learn about the legal challenges and key takeaways. M&A Stories October 30, 2023 Introduction: Selling your company’s assets can pose a significant risk…
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Legal Troubles in M&A: Supplier’s Lawsuit Against Seller for Fraud
Posted in Problem with Vendors and Suppliers Tagged with: asset sale, business negotiations, Case reference: Pratt Corrugated Holdings Inc V Porter Pizza Box of Ohio LLC, Creditor status, Federal court case, Legal consequences in M&A, Legal Risks in M&A, M&A case study, M&A legal blog, Ohio Uniform Fraudulent Transfer Act, seller fraud, Supplier lawsuit
ASSET BUYER ARGUES THAT IT WAS NOT BOUND BY SELLER’S SUPPLY CONTRACT
The supplier says that the buyer impliedly assumed the contract by accepting office and cleaning supplies for five years after the closing at the contract’s price. M&A Stories January 23, 2023 Introduction When purchasing the assets of a business, buyers…
BUYER’S RIGHT TO DISPLAY EXPIRED COPYRIGHTED PHOTOGRAPHS ACQUIRED IN GROCERY CHAIN ASSET PURCHASE FROM BANKRUPTCY
Bankruptcy court held that the buyer purchased the assets free and clear of any copyright interests held by the photographer supplier. M&A Stories October 3, 2022 Introduction In a recent bankruptcy case, a buyer who acquired assets from a bankrupt…
BUYER’S LIABILITY IN DOG CHEW BUSINESS ACQUISITION DISPUTED OVER MARKETING VENDOR CONTRACT
An asset buyer in an all-cash acquisition of business may have impliedly assumed a vendor contract or may be responsible for the seller’s vendor contract under New Jersey’s successor liability rules. M&A Stories January 21, 2022 Introduction: When an asset…
Posted in Problem with Vendors and Suppliers
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- Covenants
- customer and supplier rep
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- customer list
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- deferred closing
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- deliberate fraud carveout
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- Description of business assets purchased
- determination of purchase price adjustment
- diminuation of value
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- executory contracts
- extension by contract in Delaware
- extension of closing
- extra-contractual fraud
- F reorganization
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- fair insider deal
- Family and Medical Leave Act
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- federal securities fraud
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- fee based upon buyer debt assumption
- financial representation and warranty
- financing acquisition issues
- financing contingency
- for cause termination
- force majeure
- foreign income tax
- form over substance
- forum non conveniens doctrine
- forum selection clause
- franchise sale
- fraud
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- fraud carveout
- fraud in business sale
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- further assurance provision
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- Guaranty
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- hiring seller's employees
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- negligent misrepresentation
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- New York
- no kickback or bribe rep
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- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income
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- noncompete area
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- nondischargeable debt in bankruptcy
- nondisclosure agreement
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- nonqualified preferred stock
- nonsolicitation of employees and customers
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- note payment amount adjustment
- notice
- notice provision
- objection -reasonable detail
- officer duty of care
- offset or setoff provision
- offset right
- One class of stock
- oral contract
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- overly complicated language in contract
- owner liability for company breach of financing deal
- Ownership of Target Law Firm File
- parol evidence rule
- patents
- payroll tax
- percentage of purchase price
- permits and certificates
- personal goodwill
- personal guaranty
- personal guaranty of company debt by selling shareholder
- personal guaranty of lease
- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post closing covenants
- post signing asset valuation
- post-closing adjustments for pre-closing sales and services
- post-closing sales tax
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- pre-closing sales tax
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- prior-material-breach doctrine
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- problems with seller's unemployment insurance experience rating
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- product line exception
- projections
- projections
- promissory estoppel
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- prudence
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- receivables
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
- rescission
- restrictive post-closing covenants
- retaliation
- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
- Right of publicity
- risk of post closing payments
- royalty
- S corporation
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
- sales tax
- sales tax imposed on equity sale of DRE
- sales tax risk
- SBA approval re PPP loan
- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
- seller owner responsibility for underreported sales tax
- 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
- sexual harassment
- 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
- state approval of nonprofit hospital
- state franchise/income tax
- statute of frauds
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- stock sale
- strategic acquisition
- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
- successor liability
- sufficiency of assets rep
- supply problems
- survival of covenants
- survival of reps and warranties
- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- 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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