Blog Archives

M&A Buyer’s Failure to Get Closing Extension Ends Up in a Seller Terminated Deal

The asset purchase agreement gave the seller the right to terminate the asset purchase agreement if the FCC did not consent to the sale before a deadline. The seller’s termination of the deal 6 months after the deadline was valid.

Posted in equitable estoppel, termination of M&A agreement Tagged with: ,

Auto Dealership Acquisition Fails Because Buyer Slow to Process Franchise Application

Court holds that the seller had right to terminate the transaction when the buyer failed to process the franchise consent process within the time required by the asset purchase agreement. M&A Stories August 25, 2021 Introduction Deadlines in an M&A

Posted in termination of M&A agreement, time of the essence, waiver provision Tagged with: ,

Court Holds That $12 Million Merger Termination Fee Payment Not Exclusive Remedy

Introduction It is common in M&A deals for the seller to have the right to terminate an agreement by paying a significant termination fee; especially as part of a fiduciary out structure. The deal This case involves players in the

Posted in exclusive remedy, fraud carveout, termination of M&A agreement, termination or breakup fee, willful breach carveout Tagged with: , , , ,

Buyer blows merger extension deadline, fights $126 million breakup fee

Introduction A seller of a business may want the right to terminate a deal if a more attractive offer comes along; especially if the seller is a public company.  The buyer will often agree to this provided that the seller

Posted in extension of closing, implied covenant of good faith and fair dealing, merger, reverse termination or breakup fee, termination of M&A agreement, termination or breakup fee Tagged with: , , , , ,

Recent Comments

Categories