Blog Archives

Defining Ordinary Course A Crucial Carve-Out Lesson for M&A Buyers

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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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: , , , , , , , , , , , , , , , , , , , , , , , ,

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: , , , , , , , , , , , , , , , , , , , , , , , , , , ,

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

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Forum Selection and Spousal Consents: A Key Consideration in M&A

M&A Stories May 5, 2025 Strengthen your lower middle market M&A deals. Discover a vital, often missed step in spousal consents – ensuring the spouse agrees to the forum selection clause – to avoid costly jurisdictional complications post-closing. In asset

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Speed vs. Scrutiny: The Perils of Rushed Due Diligence in Lower Middle Market M&A

Don’t let a fast close lead to costly M&A disputes. This blog provides actionable legal insights for lower middle market buyers, sellers, and advisors on how robust pre-closing steps – from due diligence to contractual protections – can safeguard your

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The Perils of Unfinished Accounting: A Cautionary Tale for M&A Sellers

Navigate the complexities of M&A law with insights into recent cases impacting buyers and sellers in the lower middle market. This post analyzes the PDS Acquisition v. KDHM ruling, revealing a crucial pitfall for sellers regarding the treatment of earned

Posted in Earned customer deposits, Excluded Assets Tagged with: , , , , , , , , , , , , , , , , , , , , , , , , , ,

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

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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

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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: , , , , , , , , , , , , , , , , , , , , ,

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