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Pennsylvania’s Broad Approach to Successor Liability in De Facto Mergers

Posted on March 4, 2025 by mklaw_admin

Explore Pennsylvania’s broad approach to successor liability in asset sales, with a focus on the de facto merger doctrine. This case study on a Pennsylvania waste management acquisition sheds light on how the state’s courts interpret continuity of ownership, even…

Posted in anti-destruction clause, continuity of ownership, customer list, de facto merger exception, fee based upon buyer debt assumption, implied covenant of good faith and fair dealing, no oral modifications of contract, overly complicated language in contract, success fee, successor liability, target's stock options, trade secret misappropriation, waiver of contractual provision Tagged with: Asset acquisition, Asset sales, Business acquisition risks, Buyer liability, continuity of ownership, continuity of ownership in M&A, de facto merger, executive management contract, liability in asset sales, M&A case study, M&A deal structure, M&A Disputes, M&A law, M&A Legal Risks, Pennsylvania business law, Pennsylvania M&A, post-closing management, promissory note, successor liability, vendor disputes in M&A, waste management M&A

Safeguarding Purchased Customer Information through Nondisclosure Agreements in M&A Deals

Posted on March 31, 2020 by mklaw_admin

Learn how including a covenant in your acquisition agreement can prevent sellers from disclosing or utilizing customer data, even if it’s not classified as a trade secret. Explore a real case involving a seafood wholesaler and importer. March 31, 2020…

Posted in customer list, customer list, nondisclosure agreement, trade secret misappropriation Tagged with: Acquisition Agreement, Business acquisition, Case Study, Confidentiality covenant, Customer information protection, Legal Challenges, M&A deals, Nondisclosure agreements, Preventing competition, trade secret

Business Buyer Sues Former Employee Over Use of Seller Business Cards

Posted on October 16, 2019 by mklaw_admin

Explore a legal case where a buyer filed a lawsuit against a former employee who left with business cards belonging to the seller’s clients after an M&A deal. Learn about the legal implications and challenges in protecting trade secrets in…

Posted in business cards, trade secret misappropriation by former seller employee Tagged with: asset purchase agreement, Business buyer lawsuit, Business cards misappropriation, Confidential customer list, Employee fiduciary duty, Employee retention strategies, legal implications, M&A legal case, Trade secrets protection, Trade secrets trial

Court Deems Non-Compete in M&A Employment Agreement Unenforceable

Posted on September 17, 2018 by John McCauley

Explore a recent M&A case where a court ruled a non-compete clause in an employment agreement unenforceable. Delve into key details, including the background, agreements, termination, legal dispute, court’s decision, severance dispute, and trade secret allegations. M&A Stories September 17,…

Posted in covenant not to compete, customer list, trade secret misappropriation Tagged with: asset purchase agreement, Business acquisition, business expansion, Buyer-Seller Relations, case reference, contract disputes, Court decision, Court ruling, Employment agreement, Employment law, Legal dispute, legal implications, M&A Case, M&A legal blog, Minnesota law, Non-compete Clause, non-competes in M&A, Riddle v. Geckobyte.com Inc., severance dispute, termination, trade secret allegations, trade secrets, unreasonable customer scope, unreasonable term