Blog Archives

Court Ruling: Buyer’s Trade Secret Suit Likely to Fail

Explore a recent M&A legal case where a buyer sued a seller’s owner for competing with the acquired business. Learn about trade secrets, competition, and the court’s ruling. July 21, 2019 M&A Stories Introduction: In a recent legal development, a

Posted in asset purchase agreement, trade secret misappropriation by former seller employee Tagged with: , , , , , , , , , ,

Bankruptcy Court Approves Sale of Business, Clears Pension Claim

Explore the recent M&A development where a pension plan’s attempt to block a company’s business sale in bankruptcy failed. Discover how section 363(f)(3) of the Bankruptcy Code played a pivotal role in allowing the sale to proceed without the burden

Posted in asset purchase agreement, bankruptcy sale, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, Section 363 sale, successor liability Tagged with: , , , , , , , , , , , , , , , , , ,

Legal Battle Between Buyer and Landlord Unfolds Over Health Club Asset Ownership

Explore the case of a health club’s ownership dispute with its landlord. Get insights into asset rights and landlord-tenant conflicts in this M&A legal battle. M&A Stories February 18, 2019 In a recent case, a health club in Georgia faced

Posted in asset purchase agreement Tagged with: , , , , , , , , , ,

Buyer’s Failure to Release Lease Guaranty Leads to Legal Dispute

Explore a real M&A case study from Round Rock, Texas, where a failure to release a lease guaranty led to a legal dispute. Learn valuable insights into the consequences and lessons learned. M&A Stories December 29, 2018 In an M&A

Posted in Assignment, leases, personal guaranty of lease Tagged with: , , , , , , , , ,

Key Lessons from a Palo Alto M&A Dispute

Explore a significant M&A dispute involving a Palo Alto company and the key lessons learned from this case. Understand the importance of addressing debt subordination in M&A deals to avoid costly disputes. M&A Stories December 13, 2018 In December 2018,

Posted in implied covenant of good faith and fair dealing, promissory note, subordination Tagged with: , , , , , , , , , , , , , ,

Delaware Court Rules Buyer Must Honor Post-Closing Payments Despite Seller’s Breach

Explore the implications of a recent M&A case in Delaware (Post Holdings, Inc. v. NPE Seller Rep LLC), emphasizing the importance of honoring post-closing payments despite alleged breaches by the seller. Gain insights into contractual obligations, indemnification claims, and the

Posted in escrow, offset or setoff provision, stock purchase agreement Tagged with: , , , , , , , , , , , , , , , , ,

Court Decision: Buyer Assumes Liability for Lead Paint Poisoning in M&A Deal

Explore a recent Wisconsin court decision on an M&A case where a buyer assumed liabilities for lead paint poisoning. Gain insights into the court’s interpretation of the asset purchase agreement and its impact on M&A transactions. M&A Stories November 14,

Posted in asset buyer's assumption of seller's liabilities by contract, asset seller's liabilities, asset vs stock deal, assumed liabilities, excluded liabilities, successor liability Tagged with: , , , , , , , , , , , , , ,

Key Takeaways from Recent M&A Case: Buyer’s Indemnification Rights Clarified

Explore the legal intricacies of a recent M&A case where a restraint system manufacturer acquired a seat belt producer, leading to a dispute over indemnification for pre-closing product liability claims. Understand the court’s ruling and the implications for buyers and

Posted in indemnification, survival of reps and warranties Tagged with: , , , , , , , , , , , , , , , , ,

Delaware Court Rules in Favor of Buyer in Environmental Misrepresentation Case

Explore the Delaware Superior Court’s ruling favoring a global specialty chemical company in an M&A case involving environmental misrepresentation. Dive into the details of the $3.2 billion stock purchase agreement, the seller’s alleged fraud, and the court’s emphasis on accurate

Posted in extra-contractual fraud, fraud in business sale, fraudulent omission Tagged with: , , , , , , , , , , , , , , , ,

Buyer’s Liability in Trucking Business Acquisition: A WARN Act Case Study

Explore the implications of the WARN Act in the M&A context through a case study on the buyer’s accountability for unpaid compensation to former employees in the acquisition of a trucking business. Gain insights into the legal proceedings, court rulings,

Posted in layoff notice law or Warn Act, post asset purchase issues Tagged with: , , , , , , , , , , , , ,

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