Preliminary legal skirmish highlights risks of using earnouts. M&A Stories May 22, 2023 Introduction: In the world of business acquisitions, it is common for buyers and sellers to struggle to agree on a purchase price. One approach to address this…
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BUYER OF OCULAR ALLERGY TESTING SYSTEM BATTLES SELLER OVER EARNOUT
Posted in problems with earnouts Tagged with: asset purchase agreement, Business acquisitions, Buyer-seller conflicts, Commercially reasonable efforts, Disputes over earnout targets, Earnout agreements, M&A legal disputes, Marketing and sales budgets, Ocular allergy testing system, Risk management in M&A
DISPUTE ARISES BETWEEN BUYER AND SELLER OVER NET SALES IN $1.7 MILLION EARNOUT CASE
Buyer claims that earnout is based upon the post-closing net sales of seller’s small box chassis products. The seller claims that earnout includes net sales of small box chassis products acquired by buyer from other sellers. M&A Stories September 20,…
Recent Posts
- Mitigating Buyer Risks in M&A: Managing Asset Seller Liabilities
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- Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC
- Understanding M&A Asset Buyer Responsibilities for Unassumed Seller Contracts
- Navigating Real Estate Lease Assignments in M&A: A Case Study
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- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
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- sick time
- signing LOI with revisions by signer
- specific performance
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- structure of transaction
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- substantially all assets
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- survival of covenants
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- tangible net worth
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- tax
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- third party
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- tolling
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- trade secret misappropriation
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- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
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- unitary business
- unjust enrichment
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- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
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- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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