Explore the legal intricacies of a deferred closing in the world of business acquisitions, as we analyze a case involving a Las Vegas casino and hotel sale during the COVID-19 pandemic. Discover how legal proceedings unfolded and the outcome in…
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Casino and Hotel Sale During Pandemic: Legal Clarification
Posted in deferred closing Tagged with: Business acquisitions, Casino and hotel sale, COVID-19 pandemic, deferred closing, Earnest money compensation, Earnest money deposit, Gaming license, legal proceedings, Lucky Lucy D LLC v. LGS Casino LLC, M&A legal blog, Material breach, Nevada Gaming Commission, Nevada Supreme Court, Ordinary Course of Business Covenant, Purchase agreement, State trial court
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 Can’t Blame Seller for Business Failure When Assisting in Manager Selection
The seller stayed on under a temporary consulting arrangement. At buyer’s request the seller helped pick a president for the buyer to manage the business. It did not work out and the business failed. M&A Stories April 15, 2022 Introduction:…
Posted in Problems with Deferred Purchase Price, Problems with post-closing management of business Tagged with: Auto Parts Sorting Business, Business acquisitions, Business Failure, Buyer-Seller Consulting Agreement. Manager Selection, Industry Management Experience, Kentucky State Court, M&A legal blog, Personal Guaranty, Poston v. Welch Case
Ohio Auto Dealership Buyer Unsuccessful in Halting Sale to Another Party Amid Honda Approval Protest
Both the Ohio Motor Vehicles Dealers Board and the courts said that Ohio’s motor vehicle law did not give the Board the power to prevent the seller from selling to another party pending resolution of the buyer’s Board protest. M&A…
Business Buyer’s Fraud Claim Fails: Understanding the Case of Ironwoods Troy v. Optigolf
No fraud: business seller’s rosy projects were just “puffery” and the buyer failed to perform due diligence. M&A Stories April 12, 2022 Introduction: In the world of business acquisitions, legal disputes may arise when a purchased business fails to perform…
Asset Buyer Can’t Enforce Employee Nonsolicitation Covenants
Learn about a recent case in Oklahoma where a federal court refused to enforce certain employee non-solicitation post-employment covenants during an asset acquisition. Understand the importance of complying with local laws when implementing non-solicitation agreements in M&A deals to prevent…
Posted in nonsolicitation of employees and customers, nonsolicitation of former customers Tagged with: Business acquisitions, Customer Solicitation, Employee Contracts, Employee Non-solicitation, Enforceability of Non-solicitation Agreements, Mergers and Acquisitions, N.D. Oklahoma Court, Non-assignable Agreements, Noncompete Provisions, Oklahoma Law, TruGreen Limited Partnership v. Oklahoma Landscape Inc.
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…
Seller’s Responsibility for Buyer’s Pre-Closing Claim Costs in M&A Deals
Explore the intricacies of seller responsibilities for buyer’s pre-closing claim costs in M&A deals. Learn how indemnification provisions can play a crucial role in protecting buyers from unexpected legal challenges. Case reference: ALLERGAN FIN., LLC v. PFIZER INC. April 30,…
Understanding When Indemnification Applies in Asset Purchase Agreements
Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world…
Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: Acquisition Agreements, Asset purchase agreements, Business acquisitions, buyer's protection, Case Study, Continental Motors, Danbury Aerospace, indemnification, indemnification provision, legal outcomes, M&A legal risk, third party vs direct claims
Buyer’s Ability to Solicit Seller’s Employees Despite Letter of Intent
Explore the legal complexities surrounding a buyer’s ability to approach seller’s employees despite a Letter of Intent (LOI) in business acquisitions. Understand the case of American Mortgage & Equity Consultants, Inc. v. Everett Financial, Inc. and key factors affecting the…
Posted in letter of intent, modification as counteroffer, no solicitation of seller employees, nonbinding Tagged with: American Mortgage & Equity Consultants, binding provisions, Business acquisitions, Inc., Inc. v. Everett Financial, Legal Disputes, letter of intent, LOI legal implications, M&A legal blog, modified signed draft as counteroffer, nonbinding clauses, soliciting employees
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