Learn about a recent M&A case where a buyer alleges the seller concealed credit risks before closing, leading to legal action and a court ruling denying the seller’s motion to dismiss. M&A Stories April 13, 2021 Introduction: When buying a business,…
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Buyer Cannot Sue Seller for Withholding Pending Customer Loss Information
Explore a case study in M&A where the buyer’s inability to sue the seller is examined due to contractual limitations on claims beyond representations and warranties. M&A Stories December 10, 2020 Introduction: When considering the purchase of a business, it’s…
Posted in contracts, due diligence, extra-contractual fraud, fraud in business sale, non-reliance clause Tagged with: asset purchase agreement, Business acquisition, Business Transactions, buyer-seller dispute, contractual limitations, contractual representations, Delaware law, due diligence, fraud, Humana contracts, Legal action, loss of major customer, M&A legal case study
Buyer Sues Sellers for Unjust Enrichment Based Upon Target CEO Fraud
Introduction The seller of a business often gets the buyer to agree to limit the amount of buyer claims against the seller for breaches of the contract; whether it is an asset purchase, stock purchase, or merger agreement. And the…
Posted in fraud, rescission, unjust enrichment Tagged with: fraud, M&A, merger agreement, rescission, unjust enrichment
Buyer Sued for Withholding Key Information in M&A Deal
Explore a case highlighting the critical role of transparency in Mergers and Acquisitions. Learn how the failure to disclose crucial information led to a costly legal battle and a failed merger. M&A Stories April 2, 2019 Introduction: In the world…
Posted in FDIC approval, governmental approval of transaction, merger agreement Tagged with: Breach of merger agreement, breach of prompt notice provision, Buyer's disclosure, Buyer's legal action, Failed merger, FDIC approval of M&A transaction, FDIC examination, fraud, Leveraged lending, M&A deal complications, M&A lawsuit, M&A legal case, M&A transparency, O'Donoghue v Inland Bank and Trust, Regulatory approval
Cryptocurrency customer can’t sue software developer for fraud
Customer and Developer entered a software development and maintenance agreement dated February 28, 2018. Under the software development and maintenance agreement, Developer was to develop a web platform for Customer that would permit individuals to purchase a cryptocurrency. According to…
Fraud Carve Out Rescues Buyer in Complex M&A Divestiture
Explore a recent M&A case highlighting the importance of meticulous contract negotiation and the legal intricacies surrounding fraud and concealment in asset purchase agreements. M&A Stories February 04, 2019 In the world of Mergers and Acquisitions, a recent case shed…
Posted in "as is where is", fraud in business sale Tagged with: asset purchase agreement, Breach of contract, buyer, Case Study, Class action lawsuit, concealment, contract negotiation, Delaware law, economic loss doctrine, fraud, fraud carve out, Legal Blog, Liability, M&A, Mergers and Acquisitions, Perrigo Company International Vitamin Company, pharmaceutical industry, seller
Buyer’s Legal Action for Lost Profits in Urgent Care Center Acquisition
Explore a case study where a buyer sued the seller over lost profits in an urgent care center acquisition. Learn about the legal aspects and due diligence considerations. M&A Stories December 21, 2018 In this case, a buyer in the…
Posted in Buyer beware, due diligence, economic loss doctrine, material contracts, representations and warranties Tagged with: Buyer's legal action, Case Study, due diligence, fraud, Gusdorff v. MNR Industries LLC, healthcare acquisition, lost profits, M&A legal blog, Material breach, physician absence, Purchase agreement, third-party payor agreements, urgent care center
Unraveling the Legal Threads: When the Buyer’s Owner Faces the Fallout
Delve into the intricacies of M&A legal challenges with our latest blog post, ‘Unraveling the Legal Threads: When the Buyer’s Owner Faces the Fallout.’ Explore the captivating case of Mohegan Lake Motors, Inc. v. Maoli, where the buyer’s owner becomes…