A forum section clause in a share purchase agreement might have deterred Florida sellers of stock in a Tennessee company from suing a California-based buyer that is a Delaware corporation in a Florida court. July 27, 2023 Introduction: In the…
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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,…
HOW A REPRESENTATION & WARRANTY HELPED BUYER RECOVER DAMAGES IN A MANUFACTURING BUSINESS DEAL
Seller representation and warranty helped buyer recover loss for problems with product documentation M&A Stories September 2, 2021 Introduction: When buying a business, representations and warranties in the purchase agreement are tailored to suit the specific type of business…
Posted in representations and warranties Tagged with: Buyer Recovery, Due Diligence Challenges, Galveston, Houston Texas Appellate Court, Inc., Legal Risks, Manufacturing Business, McKinley v. Kin-Tek Analytical, Mergers and Acquisitions, Product Documentation, Representation and Warranty, Texas Jury
DELAWARE COURT ORDERS BUYER TO HONOR M&A DEAL DESPITE PANDEMIC CHALLENGES
In this M&A legal blog, we explore a case where a buyer tried to back out of an acquisition agreement due to pandemic challenges. Discover how the Delaware Court of Chancery ruled in favor of the seller, emphasizing the importance…
Posted in best efforts to secure financing, buyer's covenants, Covenants, specific performance Tagged with: Court of Chancery, deferred closing, Delaware, Delaware Court, financing condition, financing contingency, Inc., Legal Blog, LLC v. KCAKE Acquisition, M&A, pandemic challenges, Snow Phipps Group, specific performance
Buyer’s Failure to Timely Pay Results in Lost Acquisition Opportunity
Explore a case involving a missed payment deadline in a business acquisition agreement and the legal consequences that followed. Learn how a buyer’s failure to adhere to agreement terms can lead to significant consequences in mergers and acquisitions (M&A). M&A…
Posted in failure to make timely purchase price payment, rescission Tagged with: Acquisition Agreement, agreement terms, Appellate court decision, breach of agreement, Breach of contract, business deals, business relationships, buyer's delay in payment, Inc., Inc. v. Canbushack, legal conflict, Legal consequences, M&A, Mergers and Acquisitions, Michigan state court, missed payment deadline, negotiation dynamics, Trillium Cyber
Delaware Court Allows Buyer’s Claims Against Seller for Breach and Fraud in Business Acquisition
Explore a significant M&A legal case where a Delaware court permitted a buyer to pursue claims against a seller for breach and fraud in a business acquisition. Get insights into the buyer’s legal battle and the implications of acquisition agreement…
Posted in damages, exclusive remedy, fraud carveout, indemnification cap Tagged with: acquisition agreement terms, Buyer's Claims, Delaware Court, Firmenich Incorporated v. Natural Flavors, fraud in business acquisition, Inc., industry compliance, Legal dispute, M&A legal case, M&A litigation, organic certificates, organic product manufacturing, seller breach
Buyer’s Ability to Solicit Seller’s Employees Despite Letter of Intent
Explore the legal complexities surrounding a buyer’s ability to approach seller’s employees despite a Letter of Intent (LOI) in business acquisitions. Understand the case of American Mortgage & Equity Consultants, Inc. v. Everett Financial, Inc. and key factors affecting the…
Posted in letter of intent, modification as counteroffer, no solicitation of seller employees, nonbinding Tagged with: American Mortgage & Equity Consultants, binding provisions, Business acquisitions, Inc., Inc. v. Everett Financial, Legal Disputes, letter of intent, LOI legal implications, M&A legal blog, modified signed draft as counteroffer, nonbinding clauses, soliciting employees
Court Approves Seller’s Fraud Lawsuit in Earnout Dispute
Explore a real-life M&A dispute where a seller’s fraud lawsuit against a buyer over an earnout disagreement led to a court ruling. Gain insights into the legal intricacies of this case and the implications for M&A agreements. November 6, 2019…
Posted in anti-reliance clause, earn outs, integration clause Tagged with: anti-reliance provision, earnout dispute, fraud lawsuit, Gruner v. Huron Consulting Group, Illinois common law, Illinois Securities Law, Inc., integration clause, Keywords: M&A lawsuit, legal analytics company, stock purchase agreement
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