Explore the intricacies of M&A asset acquisitions and buyer responsibilities through real-world legal cases. Delve into the complexities of unassumed seller contracts, as illustrated by Tower Automotive Operations USA I, LLC v. Vari-Form Manufacturing Inc. Learn how meticulous legal diligence…
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BUYER NO LONGER REQUIRED TO PAY SELLER EARNOUT
Explore a recent M&A case where a buyer’s bankruptcy reorganization led to the elimination of an earnout obligation in the purchase of cloud-based secure messaging IP. Learn about the legal implications and key takeaways from this situation. M&A Stories March…
SELLER LOSES $605K DEPOSIT FOR FAILURE TO FOLLOW TERMINATION PROCEDURE IN $12.1 MILLION DEAL
The seller did not follow purchase agreement when it (a) sent notice of termination of the deal to buyer by electronic mail and (b) failed to give buyer ten business days to cure the default. M&A Stories March 13, 2023…
Asset Buyer Responsible for Liability of Unpurchased Seller Division
Explore the legal intricacies of M&A in our latest blog post, “Asset Buyer Responsible for Liability of Unpurchased Seller Division.” Dive into a real-life case, Intuitive Surgical Operations, Inc. v. Midbrook, LLC, that sheds light on the critical importance of…
Posted in buyer's assumption of seller liabilities in asset acquisition Tagged with: Asset Buyer Liability, Asset purchase agreements, Assumed liabilities, business contracts, Buyer Obligations, Buyer's responsibility, CFOs, Contractual obligations, creditor lawsuit, defaulted loan, entrepreneurs, excluded divisions, financial implications, Intuitive Surgical Operations Inc. v. Midbrook LLC, legal entanglements, legal foresight, Legal intricacies, Legal lessons, legal ramifications, M&A Case, M&A Transactions, Post-closing disputes, precision in drafting, wealth advisers
Buyer Beware: Unforeseen Pension Liabilities in M&A Asset Deals
Dive into the complexities of M&A asset deals with our latest blog post, ‘Buyer Beware: Unforeseen Pension Liabilities.’ Explore the cautionary tale of a private equity group navigating the legal pitfalls of acquiring a Maui hotel and assets with unionized…
Posted in federal multiemployer pension plan withdrawal liability, successor liability Tagged with: actual knowledge, Asset Deals, Asset Valuation, Business owners, Business Regulations, business risks, business strategy, Business Transactions, Buyer's Awareness, Buyer's due diligence, Buyer's liability, Case Study, cautionary tale, CFOs, constructive knowledge, Contractual obligations, Corporate governance, Corporate Law, Court decision, Deal Success, due diligence, entrepreneurs, financial consequences, Financial Impact, Financial Repercussions, Industry specifics, legal battle, Legal compliance, legal insights, Legal lessons, legal pitfalls, Legal precedent, M&A, M&A Transactions, Maui Hotel Acquisition, merger and acquisition, Multiemployer Pension Plan, Ninth Circuit Court, Pension Liabilities, Private Equity, Purchase and Sale Agreement, Seller's obligations, Unfunded Pension Benefits, Union pension plan, Unionized Employees
Unveiling the Power of Boilerplate: A Critical Analysis of the Fraud Carve-Out Provision in M&A Deals
Explore the legal intricacies of M&A in our latest blog post, “Unveiling the Power of Boilerplate.” Dive into the courtroom drama of Novipax Holdings LLC v. Sealed Air Corporation, discovering how a fraud carve-out provision became the buyer’s lifeline. Gain…
Posted in exclusive remedy, fraud carveout Tagged with: Acquistion Documents, asset purchase agreement, Boilerplate Provisions, Breach of contract, Buyer's Acquisition, Case Study, Contractual obligations, Courtroom Drama, Dynamic Realm, Exclusive remedy provision, fraud carve out, fraud claims, Industry Insights, legal analysis, Legal battles, Legal Blog, Legal Maze, legal nuances, M&A legal, Mergers and Acquisitions, Novipax Holdings LLC v. Sealed Air Corporation, Purchase Price, Safeguarding Buyer Interests, Strategic Importance, Time Constraints, Trending Topics
Buyer Beware: Understanding Liability for Asbestos Claims in Asset Purchases
Dive into the intricate world of M&A legalities with our latest blog post. Explore the strategic advantages and potential pitfalls of asset purchases versus stock acquisitions, as we unravel the complexities of liability, particularly in jurisdictions like Georgia. Discover how…
Posted in duty to warn, post asset purchase issues Tagged with: Asbestos claims, asset acquisitions, Asset Buyer’s Duty To Warn End-Users, asset purchases, Case Study, Contractual obligations, due diligence, Georgia Law, Legal Liabilities, Legal precedent, Legal Risks, Liability in Mergers, M&A legal issues, M&A Strategy, product liability, Warranty Service
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