Blog Archives

CLOTHING MAKER’S ASSET BUYER AWARDED $325K CD IN COURT RULING

The certificate of deposit was deposited by the seller with the state of Tennessee to secure its self-insured worker’s compensation program. M&A Stories August 23, 2022 Introduction When acquiring a business’s assets, it’s crucial to accurately document the items being

Posted in Description of business assets purchased Tagged with: , , , , , , , , ,

Arbitration in Business Acquisitions when Real Estate Involved

Explore the complexities of arbitration in business acquisitions involving real estate. Discover how arbitration clauses may not always prevent disputes from reaching court, as highlighted by the BLW Motors, LLC v. Vicksburg Ford Lincoln Mercury, Inc case. Gain insights into

Posted in arbitration, dispute resolution provision 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: , , , , , , , , , , , , ,

$2.8 Million Tax Consequences Arising from Incorrect Subsidiary Sale Structure

July 6, 2020 Explore a case study highlighting the significant tax implications resulting from an incorrect subsidiary sale structure in a business acquisition. Learn from the legal dispute and its aftermath, emphasizing the importance of accurate acquisition documents and coordination

Posted in mutual mistake, structure of transaction, Taxation Tagged with: , , , , , , , , , , , , , , , ,

Pitfalls of Signing Closing Documents Prematurely: Lessons from Payne v. Cunningham

Explore the legal ramifications of signing M&A closing documents prematurely, illustrated through Payne v. Cunningham. This blog delves into a notable 2016 case involving a car dealership sale, highlighting the crucial importance of timing in avoiding unforeseen legal consequences. Learn

Posted in breach of contract, closing, damages, specific performance, stock purchase agreement Tagged with: , , , , , , , , , , , , , , , , , , , ,

Buyer Breach of Required Insurance Provision in Acquisition Documents Result in Punitive Damages

Dive into a cautionary M&A tale emphasizing the significance of contractual compliance. Explore a legal case where a buyer’s breach of insurance provision in acquisition documents led to punitive damages. Learn valuable lessons on the importance of adhering to contractual

Posted in insurance requirements, punitive damages Tagged with: , , , , , , , , , , , , , , , , , , , ,

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