Blog Archives

Casino and Hotel Sale During Pandemic: Legal Clarification

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

Posted in deferred closing Tagged with: , , , , , , , , , , , , , , ,


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: , , , , , , , , ,

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: , , , , , , , ,

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

Posted in Problems with franchise deals Tagged with: , , , , , , , , ,

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

Posted in Problems with seller's projections Tagged with: , , , , , , , , ,

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: , , , , , , , , , ,

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

Posted in arbitration, dispute resolution provision Tagged with: , , , , , , , , , ,

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,

Posted in indemnification Tagged with: , , , , , , , , , , ,

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

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

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