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Court Holds That $12 Million Merger Termination Fee Payment Not Exclusive Remedy

Introduction It is common in M&A deals for the seller to have the right to terminate an agreement by paying a significant termination fee; especially as part of a fiduciary out structure. The deal This case involves players in the

Posted in exclusive remedy, fraud carveout, termination of M&A agreement, termination or breakup fee, willful breach carveout Tagged with: , , , ,

Trust but Verify-Business Seller Failed to Verify Accuracy of Earnout Statement

Introduction A buyer and seller of a business often use an earnout when they can’t agree upon a purchase price. In that case, the purchase agreement provides for a buyer calculation of the earnout amount, along with an earnout dispute

Posted in earn out, earn out dispute procedure, economic loss doctrine, fraud in business sale, fraud in the inducement exception Tagged with: , , , , , ,

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: , , , ,

Buyer Faces Suit for Not Disclosing Merger Disapproval Issue

Introduction Many M&A deals require approval of some federal or state regulator before closing. The timeline is that the buyer and seller sign a definitive acquisition agreement and then work to get the deal approved by the regulators. Either or

Posted in FDIC approval, governmental approval of transaction, merger agreement Tagged with: , ,

Case demonstrates the risk of a seller of a business runs in agreeing to deferred purchase price in form of royalties

Between 1987 and 1999, Seller developed two software products. Both programs were designed to assist pharmaceutical companies and other related industries regulated by the Food and Drug Administration to comply with reporting and record-keeping obligations. Buyer was founded in 1997

Posted in earn outs, purchase agreement Tagged with: , ,

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

Posted in blockchain Tagged with: ,

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