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,…
Blog Archives
How Tax Due Diligence Benefits Buyers in Stock Acquisitions
Explore the significance of tax due diligence in stock acquisitions to avoid unexpected tax liabilities and legal disputes. Learn from a real case scenario where a buyer faced post-closing tax debts and legal battles due to inadequate tax assessment. “Trust,…
Posted in due diligence, tax Tagged with: business equity, business liabilities, business purchase, buyer, Case Study, Legal battles, Legal Disputes, legal expenses, M&A, pre-closing taxes, seller, stock acquisitions, tax assessment, tax debts, tax due diligence, tax fraud, tax issues, tax liabilities, tax obligations, tax responsibilities, unpaid taxes
Enforcing Unwritten Promises: Manager’s Share in APA Purchase Price
Explore a case where verbal promises to key employees in business sales led to legal complications. Learn how unwritten agreements can affect M&A deals and the importance of documenting such agreements. February 19, 2020 Introduction: It’s common for business sellers…
Extending Contractual Timeframes in M&A Deals Under Delaware Law
Explore the implications of Delaware law on survival periods and statute of limitations in M&A agreements. Learn how a recent case, Kilcullen v. Spectro Scientific, Inc., sheds light on extending timeframes for indemnification claims. September 6, 2019 M&A Stories Introduction:…
Posted in extension by contract in Delaware, indemnification, statute of limitations, survival of reps and warranties, tolling Tagged with: 10 Del. Code § 8106(c), contract claims, contractual timeframes, Delaware Court of Chancery, Indemnification claims, intellectual property representation, Kilcullen v. Spectro Scientific, Legal battles, M&A agreements, M&A Delaware law, statute of limitations, survival periods, tolling
M&A Confidentiality: Protecting Valuable Customer Data
Learn about the importance of safeguarding confidential information in M&A deals and the legal battles that can arise when confidentiality agreements are breached. M&A Stories May 9, 2019 Introduction: In the world of business acquisitions, safeguarding confidential information is paramount.…
Posted in covenant not to compete, public information exclusion Tagged with: Bobcat North America, Business acquisitions, case reference, Competitive Activities, Confidentiality, Confidentiality covenant, Customer Data, Inland Waste Holdings, Lawsuit, Legal battles, M&A, noncompetition covenant, public information exception, Purchase agreement
Pharmacy Sale Earnout Dispute: Buyer’s Good Faith Questioned in Court
Explore a real M&A case where an earnout agreement led to a legal dispute. Learn how buyer-seller dynamics and the duty of good faith played a crucial role in the court’s decision. M&A Stories March 19, 2019 Introduction: When buyers…
Posted in purchase agreement Tagged with: asset purchase agreement, Buyer Misconduct, Buyer's Good Faith, Buyer-Seller Dynamics, Court decision, Delaware law, earnout dispute, Good Faith Duty, Gross Profit Target, Huntingford v Pharmacy Corporation Of America, implied covenant of good faith and fair dealing, Legal battles, Legal dispute, M&A deals, Performance Targets, Pharmacy Sale, Risk in Earnout Agreements, Seller's Earnout
Disputes Over Earnout Calculations: A Cautionary Tale
Explore the intricacies of earnout disputes in M&A deals with a focus on the Warren Hill, LLC v. SFR Equities, LLC case. Learn key takeaways and how to prevent similar conflicts. M&A Stories February 27, 2019 Introduction: In the world…
Energy Drink Acquisition: Legal Battle Over Formula Restrictions
Explore the legal battles surrounding energy drink acquisitions and formula restrictions. Learn from the case of Innovation Ventures, LLC v. Custom Nutrition Laboratories, LLC. M&A Stories January 2, 2019 In 2004, a well-known energy drink manufacturer partnered with a company…
Posted in asset purchase agreement, assumed liabilities, assumption of a contract, assumption of contract by incorporation by reference Tagged with: asset purchase agreement, case reference, Custom Nutrition Laboratories, Energy Drink Acquisition, Formula Restrictions, Innovation Ventures, Legal battles, M&A, Settlement Agreement
Upholding Noncompetition Covenants: Safeguarding Business Value
Explore the intricacies of M&A legal battles and the crucial role of noncompetition covenants in safeguarding business value. Delve into the Shimon v. Paper Enters., Inc. case, revealing insights into the enforcement of noncompete clauses, potential damages, and legal actions.…
Posted in covenant not to compete Tagged with: Acquired Business, asset purchase agreement, Breach of contract, business law, Business Purchase Agreement, Business Safeguarding, Business Value Protection, Buyer's Recourse, Court Injunctions, Janitorial Supply Business, Legal Actions, Legal battles, legal insights, Legal Precedents, legal recourse, M&A legal, M&A Narratives, Market Area Restrictions, Mergers and Acquisitions, New Venture Establishment, Noncompete Clauses, Noncompetition covenants, Paper Products Distribution, Repackaging Industry, Sales Impact, Shimon v. Paper Enters. Inc., Trending Legal Topics
Recent Comments