Learn about the legal complexities in an M&A deal where the buyer purchased the seller’s trade name which was used for two product lines acquired by the buyer, but had also been used by the seller for a steam turbine…
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How Tax Due Diligence Benefits Buyers in Stock Acquisitions
Explore the significance of tax due diligence in stock acquisitions to avoid unexpected tax liabilities and legal disputes. Learn from a real case scenario where a buyer faced post-closing tax debts and legal battles due to inadequate tax assessment. “Trust,…
Posted in due diligence, tax Tagged with: business equity, business liabilities, business purchase, buyer, Case Study, Legal battles, Legal Disputes, legal expenses, M&A, pre-closing taxes, seller, stock acquisitions, tax assessment, tax debts, tax due diligence, tax fraud, tax issues, tax liabilities, tax obligations, tax responsibilities, unpaid taxes
Enforcing Liquidated Damages in M&A Deals: A Lesson from a Real Case
Explore a cautionary tale from the world of mergers and acquisitions. Learn about a case where a buyer’s commitment to pay $6.5 million in liquidated damages became the focal point of legal action. Understand the significance of well-negotiated clauses in…
Posted in certificate of need, deferred closing, governmental approval, liquidated damages provision Tagged with: Acquisition Agreement, business parties, Case Study, commitment, enforcement, experienced lawyers, Legal action, legal implications, liquidated damages, M&A deals, Mergers and Acquisitions
Ensuring Payment of Foreign Taxes in M&A Escrow: Lessons from a Legal Case
Explore a legal case that highlights the importance of addressing foreign tax liabilities in M&A deals. Learn from an $80 million acquisition where inadequate management of escrow arrangements led to a dispute over unpaid Mexican income taxes. Wednesday, July 1,…
Posted in escrow, foreign income tax Tagged with: Acquisition, Buyer's Interests, Case Study, comprehensive escrow agreement, escrow arrangement, escrow funds, foreign taxes, Legal Case, Legal dispute, Lessons learned, M&A, Mexican income tax, Mexican subsidiaries, New York State Court, post-closing period, Publications Intl. v. Phoenix Intl. Publs., statute of limitations, tax liabilities
Bankruptcy Court Approval for Sale of Business with Insider Connections
Learn about the bankruptcy court’s role in approving the sale of a financially troubled business with insider connections under Section 363 of the Bankruptcy Code. Explore a case study involving an offshore mussel farm acquisition, creditor objections, and the court’s…
Posted in buyer connected to seller insiders, distressed business acquisitions, Section 363 sale Tagged with: Bankruptcy Code, Bankruptcy court, Bankruptcy Court Approval, Case Study, creditor objection, distressed business, In Re Catalina Sea Ranch, insider connections, LLC, offshore mussel farm, sale of assets, Section 363, successor liability
Safeguarding Purchase Price in Business Sales to Avoid Buyer Bankruptcy Discharge
Learn how to protect the purchase price in business sales to prevent buyer bankruptcy discharge. Explore a real case example and key takeaways for secure transactions. April 20, 2020 Introduction: When a business seller agrees to receive a significant portion…
Posted in seller carried purchase price Tagged with: bankruptcy law, business sales, Business Transactions, buyer bankruptcy discharge, Case Study, collateral, exit strategy, financial records, legal implications, M&A legal, payment agreements, payment security, purchase price protection, securing payments, seller's interests
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
Safeguarding Purchased Customer Information through Nondisclosure Agreements in M&A Deals
Learn how including a covenant in your acquisition agreement can prevent sellers from disclosing or utilizing customer data, even if it’s not classified as a trade secret. Explore a real case involving a seafood wholesaler and importer. March 31, 2020…
Posted in customer list, customer list, nondisclosure agreement, trade secret misappropriation Tagged with: Acquisition Agreement, Business acquisition, Case Study, Confidentiality covenant, Customer information protection, Legal Challenges, M&A deals, Nondisclosure agreements, Preventing competition, trade secret
Enforcing Unwritten Promises: Manager’s Share in APA Purchase Price
Explore a case where verbal promises to key employees in business sales led to legal complications. Learn how unwritten agreements can affect M&A deals and the importance of documenting such agreements. February 19, 2020 Introduction: It’s common for business sellers…
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