M&A Stories Explore a recent M&A case where a buyer’s decision to back out of an asset purchase agreement led to a defamation claim by the seller. Learn about the legal proceedings and the court’s ruling in this bankruptcy-related merger…
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Surgeon Group’s Lawsuit for Pre-Closing Surgery Reimbursement in M&A Case
Explore a recent M&A case where a surgeon group filed a lawsuit over reimbursement for surgeries performed before a business acquisition. Learn about the legal proceedings, magistrate’s recommendation, and the importance of clear liability allocations. Case reference: AA Medical, PC…
Posted in problem with seller contract Tagged with: AA Medical, asset purchase agreement, federal district court, health insurance acquisition, legal proceedings, liability allocation, M&A legal case, magistrate's recommendation, PC v. Centene Corporation, pre-closing surgery reimbursement, provider contracts, surgeon group lawsuit
STALKING HORSE BIDDER AWARDED $4.2 MILLION BREAKUP FEE AND REIMBURSEMENT AFTER SUCCESSFUL AUCTION
The asset purchase agreement provided for a breakup fee and expense reimbursement. However, the bankruptcy court did not approve the deal protection terms before the auction. Nevertheless, the court approved the breakup fee and expense reimbursement because it resulted in…
BUYER OF OCULAR ALLERGY TESTING SYSTEM BATTLES SELLER OVER EARNOUT
Preliminary legal skirmish highlights risks of using earnouts. M&A Stories May 22, 2023 Introduction: In the world of business acquisitions, it is common for buyers and sellers to struggle to agree on a purchase price. One approach to address this…
Posted in problems with earnouts Tagged with: asset purchase agreement, Business acquisitions, Buyer-seller conflicts, Commercially reasonable efforts, Disputes over earnout targets, Earnout agreements, M&A legal disputes, Marketing and sales budgets, Ocular allergy testing system, Risk management in M&A
Buyer Discovers Lack of Patent Protection After Closing
As a result of this discovery, the buyer filed a lawsuit against the seller group and its lawyers in a Maine federal district court. M&A Stories April 18, 2023 Introduction In the world of acquisitions, patents play a crucial role…
Posted in Problems with intellectual property Tagged with: asset purchase agreement, Avoiding costly legal disputes, Buyer's due diligence, Buyer's post-closing discovery, Composite decking and outdoor railing systems, Importance of competent patent counsel, Lawsuit against seller group, M&A legal disputes, Maine federal district court, Patent protection in acquisitions
BUYER MUST RETURN UNUSED PORTION OF $250K WARRANTY DEPOSIT TO SELLER
The asset purchase agreement did not say that the unused portion of the deposit was to be returned to the seller. The court said the unused portion of the deposit was refundable and a refund two years after the closing…
PROBLEM ARISING FROM DIVESTITURE: TRADE SECRET MISUSE IN SOFTWARE DIVISION SALE
The asset purchase agreement excluded the healthcare intellectual property from the deal. M&A Stories March 6, 2023 Introduction When selling a division or product line of a business, there is a risk of disputes after the sale regarding the assets…
BUYER OF SEARS ASSETS IN 2019 ACQUISITION NOT RESPONSIBLE FOR SEARS’ 2015 CUSTOMER WARRANTY LAWSUIT
The buyer, in the asset purchase agreement, assumed warranty obligations owed to pre-closing sales made to Sears customers, except for customer claims made prior to the closing date. M&A Stories October 10, 2022 Introduction In 2019, the buyer of Sears…
BUYER OF RESTAURANT ASSETS FACES LAWSUIT OVER EMPLOYEE WAGE AND HOUR CLAIMS
Federal court dismissed claims of former seller employees against buyer of restaurant assets because employees did not allege in their complaint that buyer had been aware of wage and hour problems at the restaurant or the inability of the seller…
Posted in problems with seller's employees Tagged with: asset purchase agreement, Buyer of restaurant assets, due diligence, Employee wage and hour claims, Escrow or holdback mechanisms, Federal court ruling, Inc. (case reference), Lawsuit, Liability assumption, M&A legal blog, Vazquez v. Molto Bene Bellmore
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