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Read about a recent securities fraud lawsuit where a biopharmaceutical founder is accused of intentionally misleading investors about the profitability of their flagship pain product. Learn about the legal risks involved in selling stock and the importance of honesty in

Posted in federal securities fraud, scienter, stock purchase agreement, tying fraud to economic loss Tagged with: , , , , , , , , , , , , , , ,


Learn about the risks and solutions associated with personal guaranties for office or facility leases during M&A transactions. Find out how sellers can protect themselves from post-closing problems.   M&A Stories    April 14, 2021   Introduction: When selling a company, it is

Posted in shareholder personal guaranty of target lease, stock purchase agreement Tagged with: , , , , , , , , , , ,

Selling S Corp Stock with Company Real Estate: Navigating Tax Strategies

Explore tax strategies for selling S Corp stock with company real estate. Learn about unique M&A tax structures for closely held businesses, including the formation of a holding company and real estate distribution. M&A Tax Structures for Closely Held Businesses

Posted in F reorganization, S corporation, stock sale, unwanted assets Tagged with: , , , , , , , , ,

Uncovering 2-Class Stock Issue in S Corporation M&A Deal

Discover the critical importance of confirming the S corporation status in M&A deals to avoid unexpected tax liabilities. Learn from a recent case where a two-class stock issue threatened the corporation’s qualification and how it was resolved. M&A Tax Stories

Posted in One class of stock, S corporation Tagged with: , , , , , , , , , , , , ,

Stock Seller Takes Legal Action Against Buyers Over Failure to Close S Corp Books for Q1 Tax Loss

Explore a case study where a stock seller filed a lawsuit against buyers due to a breach of stock purchase agreement. Learn about the significance of Section 1377 election and clear communication in M&A transactions. July 27, 2020 Introduction: When

Posted in further assurance provision, S corporation, Section 1377 election Tagged with: , , , , , , ,

Typo Leads to Legal Dispute: Stock Seller Sues Buyer for Tax Refund for Target’s Pre-Closing Operations

Explore a legal case where a simple typo in an acquisition agreement led to a complex dispute. Learn about the conflict, the legal arguments, and the court’s decision in Heritage Handoff Holdings, LLC v. Fontanella. July 10, 2020 Introduction: Acquisition

Posted in allocation of preclosing taxes refunds and credits, stock purchase agreement, typo or scriverner's error Tagged with: , , , , , , , , , , , , ,

Seller’s $14.5 Million Fraud Claim Fails Against Majority Shareholder in Stock Deal

Read about a case where a $14.5 million fraud claim by siblings against a majority shareholder in a pharmaceutical company stock deal failed due to oversight in reviewing legal documents. Learn the importance of thorough legal document examination before finalizing

Posted in fraud in business sale, fraudulent inducement, shareholder release Tagged with: , , , , , , , , , , , , ,

Buyer’s Liability in All-Cash Stock Deal: Battling Successor Liability Claim

Explore the intricacies of buyer liability in all-cash stock deals and the legal battle against successor liability claims. Dive into a case study involving an accident-related claim and Arizona’s laws. Get insights from the court’s key points and analysis. Case

Posted in mere continuation exception, stock purchase agreement, successor liability Tagged with: , , , , , , , , , , , , ,

Seller’s Stock Purchase Agreement Disclosure and the $1.4 Million Claim

Explore this M&A legal blog post that delves into the case of a $1.4 million claim arising from a stock purchase agreement disclosure. Gain insights into the legal outcome, key takeaways, and strategies to minimize liability in M&A deals. M&A

Posted in disclosure schedule, No Undisclosed Liabilities, stock purchase agreement Tagged with: , , , , , , , , , , , , , , , , , ,

S Corporation Stock Sale: Tax Implications You Shouldn’t Miss

Explore the tax intricacies of S corporation stock sales in this informative M&A legal blog. Understand the implications, including IRC section 1377 elections, through a real-life case study. Gain insights for your M&A transactions. M&A Stories March 27, 2019 Introduction:

Posted in allocation of preclosing taxes refunds and credits, boilerplate provisions, further assurance provision, Internal Revenue Code Section 1377 election, purchase agreement, stock purchase agreement Tagged with: , , , , , , , , , ,

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