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
Customer Due Diligence: Mitigating Concentration Risk in Lower Middle Market M&A
Customer concentration risk in M&A demands scrutiny. Learn how deep due diligence can prevent costly fraud claims and litigation in lower middle market acquisitions, drawing lessons from a recent Delaware case. M&A Stories May 28, 2025 Acquiring a business with…
Posted in customer due diligence, problems with customers Tagged with: accounts receivable analysis, Business acquisition, CRM system review, customer concentration, customer contract review, customer due diligence, deal negotiation, Delaware M&A law, due diligence, Financial Due Diligence, fraud claims, internal communications review, lost customers, lower middle market M&A, M&A, M&A best practices, M&A litigation, M&A risk mitigation, Mergers and Acquisitions, Post-closing disputes, pre-closing due diligence, private company acquisition, revenue concentration risk, technology advisory business., undisclosed contractual commitments
Unseen Ties: Mitigating Conflict of Interest Risks in M&A Vendor Relationships
Navigate the complexities of M&A with insights into mitigating hidden risks in vendor contracts. This article dissects a recent case highlighting the dangers of undisclosed conflicts of interest involving a target company’s insiders and key service providers. Learn practical pre-closing…
Posted in Problem with Vendors and Suppliers Tagged with: Acquisition Agreement, April 2025, Business acquisition, buyer protection, CEO conflict, conflict of interest, contractual provisions, Corporate Law, due diligence, indemnification, Indiana Court of Appeals, Legal Blog, legal risk, litigation risk, lower middle market, M&A advisors, M&A legal, M&A Strategy, medical billing, Mergers and Acquisitions, pre-closing, Private Equity, radiology services, representations and warranties, Risk mitigation, Seller obligations, software vendor, transaction law, undisclosed interest, vendor contracts, Zotec v Hulsey
When Private Equity’s Global Strategy Undermines Earnouts
This blog delves into the legal complexities of earnouts in private equity acquisitions, using a recent Delaware Superior Court case as a key example. It explores the risks sellers face when private equity firms orchestrate strategic decisions that negatively affect…
Posted in private equity, problems with earnouts Tagged with: Acquisition Agreements, affiliate immunity, breach of earnout, Business acquisition, buyer group, corporate group law, Delaware law, Delaware Superior Court, Earnout disputes, Earnout Provisions, earnouts, EBITDA performance, M&A acquisitions, M&A Legal Risks, PE firm accountability, PE firm liability, portfolio company, Private Equity, private equity sponsor, Punitive damages, seller protections, strategic decisions, tort claims, tortious interference
Wisconsin Court Examines M&A Survival Clause
Explore the complexities of M&A survival clauses in our latest blog post, ‘Wisconsin Court Examines M&A Survival Clause.’ This insightful analysis delves into a recent Wisconsin appellate court decision involving a strategic acquisition dispute. The case uncovers the critical role…
Posted in survival of reps and warranties Tagged with: ABA Model Asset Purchase Agreement, Appellate court ruling, Asset purchase agreements, Breach of contract, Business acquisition, Business disputes, business law, buyer protection, case law review, Commercial Law, commercial litigation, contract interpretation, legal analysis, Legal disputes in M&A, legal insights, Legal Precedents, M&A best practices, M&A law, M&A litigation, M&A Transactions, representations and warranties, Seller liability, strategic acquisition, strategic water distribution acquisition, survival clauses, undisclosed liabilities, Wisconsin appellate court, Wisconsin state court
Court Examines New York’s Successor Liability Doctrines De Facto Merger vs. Mere Continuation
Dive into the complexities of New York’s successor liability doctrines in our latest M&A blog post. This in-depth analysis examines the recent case of Avamer 57 Fee LLC v. Hunter Boot USA LLC, where the court navigated the nuances of…
Posted in de facto merger exception, mere continuation, problems with successor liability Tagged with: Asset sales, Avamer 57 Fee LLC v. Hunter Boot USA LLC, Business acquisition, de facto merger, distressed company sale, equity transfer in M&A, Hunter Boot brands, Intellectual property acquisition, legal analysis of M&A, M&A case study, M&A legal disputes, M&A legal topics, M&A Transactions, Manhattan state trial court, Mere Continuation, New York M&A law, New York state law, successor liability, successor liability doctrines, unpaid rent dispute
M&A Seller Learns a Painful Lesson on Defending Indemnification and Setoff Claims
Discover the critical lessons from a real M&A legal dispute where a seller’s failure to adhere to post-closing dispute procedures led to significant financial consequences. This blog delves into the importance of indemnification provisions, the role of representations and warranties,…
Posted in indemnification, objection -reasonable detail, timely objection to indemnification claim Tagged with: Alabama Supreme Court ruling, Alabama-based business, asset purchase agreement, asset recovery, brake-plate facility, Breach of contract, Business acquisition, business legal lessons, buyer protections, Buyer-seller disputes, environmental issues in M&A, Financial difficulties, hidden business problems, Indemnification claims, legal fees in M&A, legal recourse in M&A, M&A agreements, M&A industry, M&A legal disputes, M&A transaction procedures, Post-closing disputes, representations and warranties, Seller obligations, setoff claims, South Korean customer, vendor invoices
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