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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

Shareholder and guarantor of company bank debt can’t force co-guarantor (and former shareholder) to pay former shareholder’s claimed fair share of the guaranteed debt

This is a case about problems in a transaction where one group of shareholders of Company bought out another group of shareholders of Company, in a case where all the shareholders had previously given their personal guaranty for Company debt

Posted in equitable contribution, personal guaranty of company debt by selling shareholder, shareholder buyout of partner, stock purchase agreement

Seller of company not responsible for buyer’s post-closing failure to obtain electroplating permit

Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares

Posted in Buyer beware, compliance with all applicable laws, due diligence, land use issues, representations and warranties, stock purchase agreement

Seller’s indemnification for environmental remediation costs capped by escrow amount and note adjustment provision

Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares

Posted in Buyer beware, environment representations and warranties, environmental remediation, escrow, indemnification, promissory note, purchase price reduction, stock purchase agreement

Seller of golf company battles buyer over right to $16.6 million VAT receivables as tax credit

In late 2010, Seller decided to sell Target (a wholly-owned subsidiary engaged in the manufacture and distribution of golf products, including Titleist-brand golf clubs, balls and tees and Footjoy-brand golf shoes) by way of auction. The eventual winning bidder was

Posted in allocation of preclosing taxes refunds and credits, net working capital adjustment, stock purchase agreement, Taxation, value added tax or VAT

Seller did not have to disclose to buyer receipt of customer notice of nonrenewal of material contract

Buyer is a company headquartered in Boulder, Colorado. Buyer is a publicly traded company that provides high-capacity dark fiber, wavelength, IT infrastructure services and ethernet products and services. Since its founding, it has made forty-one acquisitions of fiber and data center companies,

Posted in Buyer beware, representation and warranty about customers, representations and warranties, stock purchase agreement

Stock buyer covered as successor to seller under target D&O policy

On November 3, 2015, Buyer entered into a stock purchase agreement pursuant to which Buyer became the 100% shareholder of Target. After the sale closed, Buyer sent demand letters to Management Sellers, former Target Directors, seeking indemnification for financial misconduct

Posted in ambiguous exclusion, directors and officers insurance policy, insurance coverage, major shareholders exclusion, stock purchase agreement Tagged with:

Stock buyer of target and stock seller in post-closing fight over target’s cash

Sellers incorporated Target in 1994 and owned all the shares of Target. Target’s assets consisted of two buildings in Old San Juan, Puerto Rico and two bank accounts at UBS. Through Target, Sellers rented the buildings—a commercial space and six

Posted in book value adjustment, cash and cash equivalents, Description of business assets purchased, net working capital adjustment, stock purchase agreement

Employer breach of employment agreement results in no enforcement of employee non-compete

Employee began his career in physical therapy in 1994. He worked as an independent contractor until joining Target as an employee in 2008 to manage a number of physical therapy clinics in southern Delaware. In 2008, Employee and Target executed the

Posted in covenant not to compete, employment agreement, stock purchase agreement

Buyer of construction company obtains judgment against stock seller for target’s pre-closing noncompliance with minority business participation program

Seller and another shareholder, each owned 50% of Target, a large heavy construction company based in the New York City area. Buyer, a Spanish group of companies, purchased all of Target stock from the two shareholders pursuant to a stock

Posted in due diligence, minority business participation program, no pending government investigations or inquiries, representations and warranties, stock purchase agreement

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