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…
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Court Holds That Business Buyer Probably Acquired Founder’s Publicity Rights
Posted in personal goodwill, Right of publicity Tagged with: images, likeness, name, personal goodwill, publicity rights
Sales rep can’t treat business asset sales proceeds as capital gain (personal goodwill) because rep did not own seller
Seller is based in Miami, Oklahoma (about a 90-mile NE drive from Tulsa). Seller was in the business of supplying soils, mulches and decorative stone to home-center and independent retailers. Taxpayer began working with Seller in the early 1990s. Taxpayer’s…
Posted in personal goodwill, sale of assets of business
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- "as is where is"
- 351 M&A transactions
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- Assignment
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- boot
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- for cause termination
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- foreign income tax
- form over substance
- forum non conveniens doctrine
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- governmental approval
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- Guaranty
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- handshake redemption obligation
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- hiring seller's employees
- implied assumption of seller contract/liability
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- indemnification
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- investment banker/business broker
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- leases
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- letter of intent
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- misappropriation of likeness
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- modification as counteroffer
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- New York
- no kickback or bribe rep
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- no pending government investigations or inquiries
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- No Undisclosed Liabilities
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- nonbusiness income
- nonbusiness income/sale of subsidiary
- noncompete area
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- nondisclosure agreement
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- note payment amount adjustment
- notice
- notice provision
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- offset or setoff provision
- offset right
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- oral contract
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- Ownership of Target Law Firm File
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- 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
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- post-closing adjustments for pre-closing sales and services
- post-closing sales tax
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- 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
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- problem with mandatory arbitration clause
- Problem with products
- problem with prorations
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- product line exception
- projections
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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
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- reliance
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- 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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