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No Seller Responsibility for Pre-Closing Product Recall in M&A Deal

Explore a legal analysis of a significant M&A case where a buyer’s claim for indemnification in a product recall dispute was examined by the Delaware Court of Chancery. Gain insights into the court’s verdict and learn how such disputes can

Posted in breach of representations and warranties, financial representation and warranty, indemnification, indemnification for pre-closing product loss, MAE rep, No Undisclosed Liabilities, representations and warranties Tagged with: , , , , , , , , , ,

Understanding Financial Statements Representation in M&A Agreements

Explore the importance of accurate financial statement representation in M&A agreements. Learn from a real case involving disputed financial statements and the court’s decision. Case reference: Hill v. LW Buyer, LLC. December 4, 2019 Introduction: In M&A agreements, sellers usually

Posted in books and records rep and warranty, financial representation and warranty Tagged with: , , , , , , , , , , , , , ,

Buyer Halts Payments, Alleges Inaccurate Financials in M&A Deal

Explore a case where a buyer halted payments in an M&A deal due to alleged financial inaccuracies, and learn about offset provisions in purchase agreements. M&A Stories March 29, 2019 Introduction: In the world of mergers and acquisitions, uncertainties loom

Posted in asset purchase agreement, financial representation and warranty, membership interest purchase agreement, offset or setoff provision, offset right, promissory note, representations and warranties Tagged with: , , , , , , , , , , , ,

Seller of target receiving privately held buyer stock failed to allege facts that established that buyer’s alleged fraud caused seller’s economic loss

Target is a Dallas based technology-consulting limited liability company and was owned by Sellers. Buyer is a technology services company then based in Jacksonville, Florida, and then owned by Buyer’s Owners. Buyer is privately held and not publicly traded. In

Posted in buyer's stock as currency, federal securities fraud, financial representation and warranty, purchase price, representations and warranties, stock purchase agreement, tying fraud to economic loss

Court permits stock buyer of company to sue sellers for pre-closing pension-insurance problems

Target is a manufacturer based in Kentucky with customers worldwide. In July 2016, Buyer purchased Target from Sellers for approximately $87 million. Sellers sold Target to Buyer through a stock purchase agreement dated July 11, 2016. Some Target employees worked

Posted in compliance with all applicable laws, financial representation and warranty, representations and warranties

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