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Buyer’s Defamation Claim in Failed Bankruptcy M&A Deal

M&A Stories  Explore a recent M&A case where a buyer’s decision to back out of an asset purchase agreement led to a defamation claim by the seller. Learn about the legal proceedings and the court’s ruling in this bankruptcy-related merger

Posted in termination of M&A agreement Tagged with: , , , , , , , , , , ,

COURT HOLDS PRODUCT LINE BUYER NOT LIABLE FOR PRE-CLOSING TALC SALES CLAIMS

In a battle between two Pharma giants, a Delaware state court held that the seller retained liability for potentially billions of dollars for pre-closing sales of talc products. M&A Stories April 24, 2023 Introduction A buyer of a business can

Posted in Problem with products Tagged with: , , , , , , , ,

BUYER MUST RETURN UNUSED PORTION OF $250K WARRANTY DEPOSIT TO SELLER

The asset purchase agreement did not say that the unused portion of the deposit was to be returned to the seller. The court said the unused portion of the deposit was refundable and a refund two years after the closing

Posted in Problems with Deposits Tagged with: , , , , , , , , ,

ASSET BUYER ARGUES THAT IT WAS NOT BOUND BY SELLER’S SUPPLY CONTRACT

The supplier says that the buyer impliedly assumed the contract by accepting office and cleaning supplies for five years after the closing at the contract’s price. M&A Stories January 23, 2023 Introduction When purchasing the assets of a business, buyers

Posted in Problem with Vendors and Suppliers Tagged with: , , , , , , , , ,

BUYER OF SEARS ASSETS IN 2019 ACQUISITION NOT RESPONSIBLE FOR SEARS’ 2015 CUSTOMER WARRANTY LAWSUIT

The buyer, in the asset purchase agreement, assumed warranty obligations owed to pre-closing sales made to Sears customers, except for customer claims made prior to the closing date. M&A Stories October 10, 2022 Introduction In 2019, the buyer of Sears

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BUYER’S RIGHT TO DISPLAY EXPIRED COPYRIGHTED PHOTOGRAPHS ACQUIRED IN GROCERY CHAIN ASSET PURCHASE FROM BANKRUPTCY

Bankruptcy court held that the buyer purchased the assets free and clear of any copyright interests held by the photographer supplier. M&A Stories October 3, 2022 Introduction In a recent bankruptcy case, a buyer who acquired assets from a bankrupt

Posted in Problem with Vendors and Suppliers, Problems with intellectual property Tagged with: , , , , , , , , ,

CLOTHING MAKER’S ASSET BUYER AWARDED $325K CD IN COURT RULING

The certificate of deposit was deposited by the seller with the state of Tennessee to secure its self-insured worker’s compensation program. M&A Stories August 23, 2022 Introduction When acquiring a business’s assets, it’s crucial to accurately document the items being

Posted in Description of business assets purchased Tagged with: , , , , , , , , ,

BUYER OF BUSINESS LOSES MAJOR CUSTOMERS AND UNSUCCESSFULLY CLAIMS MISREPRESENTATION BY SELLER

The buyers purchased the seller’s direct marketing coupon refrigerator magnet business for $1.5 million. The buyers defaulted on making payments to the seller after losing two major customers in the first six months after the closing and sued the seller

Posted in Problems when business fails after closing Tagged with: , , , , , , , , , ,

SELLER LIABLE FOR ILLEGAL BILLING PRACTICES IN WASTE CONTROL BUSINESS SALE

The waste control business seller had represented and warranted that it lawfully operated its business. The court held that the seller’s unlawful billing practices damaged the buyer because the revenue derived from those could not be replicated post-closing. M&A Stories

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BUSINESS BUYER’S CLAIMS-MADE POLLUTION LIABILITY POLICY EXCLUDES HEALTH CLAIMS FROM NEARBY RESIDENTS

A medical device company acquired a facility that had used ethylene oxide gas to sterilize medical devices and instruments. The buyer purchased a pollution liability policy for claims made after the acquisition of the facility. The court held no coverage

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