California intermediate appellate court holds that the asset purchase agreement’s acquisition of all the seller’s assets, including intellectual and intangible property, may have included the right to use the founder’s name and story to market the buyer’s brands. M&A Stories…
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Court Holds That Business Buyer Probably Acquired Founder’s Publicity Rights
Introduction The exclusive right to use the founder’s name, likeness and goodwill in connection with the marketing and sale of the founder’s business may be a very valuable asset. And if it is, the buyer may want to acquire the…
Posted in personal goodwill, Right of publicity Tagged with: images, likeness, name, personal goodwill, publicity rights
Business Buyer Sues Seller Founder for Using His Personal Name to Promote Competitor
Introduction The personal name of the founder of a company such as the name of an inventor or fashion designer can be a very valuable asset in an acquisition. A buyer may want to minimize the risk that the inventor…
Posted in Intellectual Property, Personal Name, Right of publicity Tagged with: IP, publicity rights, right of publicity, transfer of personal name or image
Recent Posts
- BUYER CAN’T HOLD OWNER OF SELLER COMPANY LIABILE FOR POST-CLOSING COMPETITIVE ACTIVITES OF HER GRANDSON
- TWO NONCOMPETES IN M&A DEAL. ONE AS OWNER OF SELLER AND ONE AS BUYER EMPLOYEE.
- BUYER HAD NO FURTHER OBLIGATION TO PAY SELLER AN EARNOUT
- SELLER OF ACCOUNTING PRACTICE MUST PAY BROKER FEE EVEN THOUGH BROKER TERMINATED THE ENGAGEMENT
- BUYER OF LIGHTWEIGHT TRACKABLE PALLET MAKER SUE FORMER SELLER EMPLOYEE COMPANY FOR TRADE SECRET THEFT
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- boot
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- deferred closing
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- Description of business assets purchased
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- due diligence
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- earn outs
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- EBITDA
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- employment agreement
- employment agreement
- enforce against nonparty
- enforceability of non-owner noncompete
- entire fairness
- environment representations and warranties
- environmental
- environmental problems
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- exclusive remedy
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- executory contracts
- extension by contract in Delaware
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- extra-contractual fraud
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- fair insider deal
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- fee based upon buyer debt assumption
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- for cause termination
- force majeure
- foreign income tax
- form over substance
- forum non conveniens doctrine
- forum selection clause
- franchise sale
- fraud
- fraud carveout
- fraud carveout
- fraud in business sale
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- fraudulent concealment
- fraudulent inducement
- fraudulent intent
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- full disclosure rep
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- further assurance provision
- further assurance provision
- governmental approval
- governmental approval of transaction
- Guaranty
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- handshake redemption obligation
- hinder, delay or defraud
- hiring seller's employees
- implied assumption of seller contract/liability
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- implied warranty of merchantability
- indemnification
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- investment banker/business broker
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- judgement for intentional misrepresentation
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- leases
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- misappropriation of likeness
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- multi-employer pension plan
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- New York
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- no solicitation of seller employees
- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income
- nonbusiness income/sale of subsidiary
- noncompete area
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- nondisclosure agreement
- nondisclosure provision
- nonqualified preferred stock
- nonsolicitation of employees and customers
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- note payment amount adjustment
- notice
- notice provision
- officer duty of care
- officer or director's fiduciary duty to disclose
- offset or setoff provision
- offset right
- One class of stock
- oral contract
- oral copyright agreement
- 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
- PPP loan
- PPP loan assumption
- pre-closing management agreement
- pre-closing operating arrangement
- pre-closing sales tax
- preservation of due diligence materials
- prior-material-breach doctrine
- private equity
- Problem with distributors
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- problem with mandatory arbitration clause
- problem with prorations
- problem with purchase price adjustment
- problem with seller co-owners
- problem with seller contract
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- product line exception
- projections
- projections
- promissory estoppel
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- prudence
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- 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
- 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
- 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
- value added tax or VAT
- 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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