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…
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BUYER OF DENTAL PRACTICE ASSETS FACES LAWSUIT OVER ALLEGED MEDICAID FRAUD BY SELLER
A whistleblower claims that the buyer of the assets of a dental practice is responsible for allegedly false Medicaid claims filed by the seller. M&A Stories July 6, 2023 Introduction: In this M&A story, we discuss a case where the…
BUYER’S WARRANTY PROMISE EXPOSES LEGAL CONSEQUENCES IN MANUFACTURER’S ASSET ACQUISITION
A New Hampshire federal district court permitted the distributor to pursue a claim against the buyer based upon its assurances made to the distributor before closing. The buyer did not tell the distributor that its responsibility to fix printers sold…
BUYER OF RESTAURANT ASSETS FACES LAWSUIT OVER EMPLOYEE WAGE AND HOUR CLAIMS
Federal court dismissed claims of former seller employees against buyer of restaurant assets because employees did not allege in their complaint that buyer had been aware of wage and hour problems at the restaurant or the inability of the seller…
Posted in problems with seller's employees Tagged with: asset purchase agreement, Buyer of restaurant assets, due diligence, Employee wage and hour claims, Escrow or holdback mechanisms, Federal court ruling, Inc. (case reference), Lawsuit, Liability assumption, M&A legal blog, Vazquez v. Molto Bene Bellmore
FEDERAL COURT RULES SEARS OWNS $6.3 MILLION CASH FROM EQUITY SALE OF FOREIGN SUBSIDIARIES
In a bankruptcy asset sale of Sears, the buyer had the option of purchasing the equity of the foreign subsidiaries in the event of problems with a foreign asset transfer. The buyer did and to the surprise of all, the…
Business Buyer’s Fraud Claim Fails: Understanding the Case of Ironwoods Troy v. Optigolf
No fraud: business seller’s rosy projects were just “puffery” and the buyer failed to perform due diligence. M&A Stories April 12, 2022 Introduction: In the world of business acquisitions, legal disputes may arise when a purchased business fails to perform…
BUYER AWARDED DAMAGES DUE TO PRODUCT DESIGN ISSUE: A LESSON IN M&A RISK MANAGEMENT
Buyer allocates time and expense to fix a product design problem identified by a customer M&A Stories September 3, 2021 Introduction: In M&A deals, representations and warranties in purchase agreements play a crucial role in determining the allocation of risk…
FRAUD EXCEPTION IN M&A INDEMNIFICATION: A CASE ILLUSTRATION
Learn about the fraud exception in M&A indemnification through a case illustration. Understand how a buyer successfully claimed damages beyond the indemnification cap for seller fraud in an acquisition deal. M&A Stories July 28, 2021 Introduction: In M&A deals, it’s…
Buyer’s Ability to Sue Seller for Fraud in Delaware “As Is” Deal
Explore the legal implications of fraud in M&A deals, particularly in cases where buyers agree to purchase assets “as is” without explicit assurances. Learn from a real case study and understand the importance of representations and warranties in protecting buyers’…
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