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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

Posted in problems with customers Tagged with: , , , , , , , , ,

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

Posted in environmental problems Tagged with: , , , , , , , , ,

COURT RULES SELLER BREACHED PURCHASE AGREEMENT BY NOT PROVIDING WRITTEN RECIPES TO BUYER

The court concluded that seller’s owner’s discussion of recipe and menu items with the buyer’s chef did not fulfill the seller’s obligation to “transfer and deliver” all of its “recipes for meals and snacks” to the buyer. M&A Stories March

Posted in Problems with Description of Assets Tagged with: , , , , , , ,

COURT SUPPORTS GM’S DECISION TO APPROVE DEALERSHIP SALE WITHOUT RELOCATION REQUEST

The court concluded that GM’s refusal to grant buyer’s request to move the seller’s dealership to the buyer’s location was not a violation of applicable Missouri law. M&A Stories February 23, 2022 In a recent case, the court ruled in

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

FORUM SELECTION CLAUSE IN M&A DEAL IMPACTS NONSIGNATORY RELATED COMPANY

Learn how a forum selection clause in an M&A deal affected a California supplier not directly involved in the acquisition agreement, leading to litigation in California. Read about the court’s ruling and its implications. M&A Stories June 10, 2021 Introduction:

Posted in enforce against nonparty, forum selection clause Tagged with: , , , , , , , , , , , , , ,

ACCOUNTING ERROR IN M&A DEAL COULD COST BUYER $38 MILLION

Explore a real-life M&A case where an accounting error led to a potential $38 million overpayment by the buyer. Learn about the conflict, court ruling, and the lessons to be learned from this situation. M&A Stories March 04, 2021 Introduction:

Posted in purchase price adjustment, tangible net worth Tagged with: , , , , , , , , , , ,

Hospital Buyer and Seller Dispute $2.4 Million Medicare-Medicaid Payment in M&A Deal

Explore a complex hospital acquisition case where a $2.4 million Medicare-Medicaid payment dispute arises between the buyer and seller. Gain insights into how the court interpreted the Asset Purchase Agreement (APA) and its impact on the resolution of this M&A

Posted in post-closing adjustments for pre-closing sales and services, receivables Tagged with: , , , , , , , , ,

Potential Trademark Infringement: Sub-licensee Marketing Beyond Region

Explore a legal case involving trademark licensing, regional limits, and trademark infringement claims arising from remote marketing by a sublicensee. Learn about the court ruling, implications for intellectual property protection, and the Barth v. Vulimiri case. June 12, 2020 Introduction:

Posted in remote use of trademark out of territory, trademark infringement Tagged with: , , , , , , , ,

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