Dive into the fast-paced world of mergers and acquisitions with our latest blog post as we unravel the complexities of a legal showdown in the sale of the NBA Memphis Grizzlies. Explore the strategic dance between buyer, seller, and the…
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Navigating Tax Risks in M&A Asset Sales: Lessons from the NBA Courts
Posted in problems with taxes Tagged with: business arena, business insights, business lessons, compensation deduction, Court of Appeals, deal pitfalls, deal structuring, Deferred compensation, expert tax counsel, Hoops case, IRS, Legal Showdown, M&A court, M&A legal, Mergers and Acquisitions, NBA Memphis Grizzlies, strategic foresight, strategic planning, tax intricacies, tax strategies
DISPUTE OVER INDEMNIFICATION FOR LICENSE FEES IN INDIA’S TELECOMMUNICATION SPECTRUM
The parent company in a spin-off transaction was obligated to indemnify its former subsidiary for per-closing taxes. The parent company argued that $94 million in license fees were not taxes. M&A Stories July 12, 2023 Introduction: In business acquisitions, the…
Posted in problems with taxes Tagged with: Appellate court decisions, Asset purchase agreements, Indemnification disputes in M&A transactions, Indian telecommunications regulations, Legal implications of pre-closing assessments, Liability allocation in business acquisitions, License fees in acquisitions, M&A legal disputes, Spin-off transactions, Tax indemnification provisions
NON-PROFIT HOSPITAL BUYER CHALLENGES DENIAL OF PROPERTY TAX EXEMPTION FOR ACQUIRED HOSPITAL
A non-profit hospital chain buys a for-profit hospital and its property tax exemption application for the hospital is denied by the county. M&A Stories July 8, 2023 Introduction: Most hospitals in the United States are non-profit corporations, comprising over two-thirds…
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- projections
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- purchase agreement
- purchase price
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- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
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- receivables
- recoupment doctrine
- reformation
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- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
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- 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
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- 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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