Learn how to avoid common M&A litigation pitfalls in carve-out transactions. This blog post unpacks a critical New York M&A case, revealing why precise contract drafting, especially for “ordinary course of business” clauses in carved-out segments, is vital for buyers.…
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Defining Ordinary Course A Crucial Carve-Out Lesson for M&A Buyers
Posted in ordinary course of business Tagged with: acquisition risk, advertising dispute, asset purchase agreement, Boilerplate clauses, Business acquisition, Buyer Beware, call center acquisition, carve-out transaction, contract drafting, contract negotiation, Corporate Law, deal protection, dispute resolution, due diligence, indemnification, Legal precedent, legal risk management, legal strategy, lower middle market, M&A advisor, M&A best practices, M&A legal, M&A litigation, New York M&A law, ordinary course of business, Post-closing disputes, private target, RIFs, seller defense
Navigating M&A Disputes Ensure Your Forum Selection Clause Doesn’t Undermine Arbitration
Discover how unharmonized arbitration clauses with forum selection clauses in M&A agreements create costly litigation. This post analyzes a recent Fifth Circuit case to show lower middle market buyers, sellers, and their advisors how precise pre-closing drafting of these provisions…
Posted in arbitration, dispute resolution provision, problems with forum selection clauses Tagged with: arbitration clause, asset purchase agreement, Business acquisition, contract drafting, contract negotiation, Corporate Law, deal value, dispute resolution, Earnout disputes, FAA, Federal Arbitration Act, Forum selection clause, legal pitfalls, legal risk management, lower middle market M&A, M&A best practices, M&A Disputes, M&A legal, M&A litigation, Odom Industries, pre-closing risks, private target businesses, Sipcam Agro Solutions, transaction advisory, working capital adjustments
In Asset Sales How to Preserve Your Right to Recover Damages from a Co-Owner’s Pre-Closing Misconduct
For lower middle market M&A asset sales, learn a critical strategy to preserve seller owners’ rights to recover damages from pre-closing misconduct like fiduciary breaches or diverted opportunities. A recent Delaware case highlights how overlooked contract language can jeopardize these…
Posted in Excluded Assets Tagged with: APA, asset purchase agreement, Baugh v Ingle case, business sale legal issues, co-owner disputes, contractual provisions, corporate opportunity usurpation, Delaware Court of Chancery, derivative claims, excluded assets, family business M&A, fiduciary duty breach, founder exits, fraud claims, legal pitfalls, legal risk management, lower middle market M&A, M&A advisors, M&A asset sales, M&A Due Diligence, M&A legal strategy, post-closing litigation, pre-closing misconduct, private company M&A, private equity acquisition, retained claims, seller owners, Strategic buyer
M&A Earnouts on Acquired Contracts: Guarding Against Hidden Termination Risks
Protect M&A earnouts linked to acquired contracts. Understand how termination rights create hidden risks for seller payments and find pre-closing strategies for lower middle market deals. M&A Stories May 29, 2025 In lower middle market mergers and acquisitions, earnouts are…
Posted in earnout based upon revenue from at will contracts, problems with earnouts Tagged with: acquired contracts, asset purchase agreement, at-will contracts, Buyer Obligations, contract termination, contractual provisions, cybersecurity staffing, earnout protection, implied covenant of good faith, lower middle market M&A, M&A earnout, M&A litigation, pre-closing due diligence, private company sale, seller protections, transaction risk
Beyond the Lease: Understanding Third-Party Restrictions in M&A Deals
Navigate the complexities of M&A deals involving leased properties. This insightful blog post dissects the In re Big Lots, Inc. case, revealing the hidden risks lurking beyond the standard lease agreement. Learn how buyers, sellers, and advisors in the lower…
Posted in Uncategorized Tagged with: asset purchase agreement, bankruptcy sale, business law, commercial leases, Corporate Law, due diligence, landlord issues, Lease Agreements, legal analysis, lower middle market, M&A legal, Mergers and Acquisitions, Post-closing disputes, real estate due diligence, recorded covenants, Risk mitigation, third-party agreements, transactional law, use restrictions
Court Holds M&A Agreement’s Limitation of Ohio’s Statute of Limitation Unenforceable
This blog explores a recent Ohio federal district court ruling, which rendered an M&A agreement’s limitation on the statute of limitations unenforceable. It highlights the nuances of survival clauses in asset purchase agreements and their legal implications for sellers in…
Posted in problems with survival provisions Tagged with: asset purchase agreement, asset sale, business litigation, business transaction, buyer indemnification claims, contractual limitations, Corporate Law, Deferred Purchase Price, indemnification, Legal compliance, Legal dispute, M&A, M&A agreements, M&A negotiation, M&A seller, M&A terms, Ohio federal court, Ohio law, Post-closing disputes, state law variations, statute of limitations, survival clause
How Overstated Revenue Leads to Fraud Claims and Unlimited Liability
Discover the high stakes of fraud allegations in M&A transactions through this case study involving overstated revenue and nondisclosure. When an IT consulting firm failed to disclose that its projected $25 million revenue was inflated due to enterprise division contributions,…
Posted in fraud in business sale, fraudulent inducement Tagged with: and seller's legal obligations., asset purchase agreement, Breach of contract in M&A, buyer fraud claims, contractual representations, Delaware Superior Court, false revenue claims, fraud defense in M&A, Fraud in M&A, Indemnification caps, IT consulting M&A, Legal Risks in M&A, M&A case studies, M&A Due Diligence, M&A legal disputes, M&A litigation, M&A negotiations, M&A transaction risks, purchase price adjustments, revenue misrepresentation, seller disclosures, SMB acquisition
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