Read about a recent acquisition deal in the printer equipment manufacturing industry where a distributor sued a buyer for alleged pre-closing breach under the “mere continuation successor liability” theory. M&A Stories March 08, 2021 Introduction: In a recent acquisition deal…
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BUYER’S SUCCESSFUL SUBSTANCE OVER FORM ARGUMENT YIELDS $3 MILLION AMORTIZATION INCOME TAX DEDUCTION
Read about a notable M&A case where a buyer’s argument for substance over form led to a $3 million amortization income tax deduction. Learn how the court’s decision highlighted the importance of aligning transaction structure with economic substance. M&A…
Avoiding Liability When Selling Your Fitness Club: Lessons from Mechanicsburg Fitness Case
Learn from the legal battle of a Pennsylvania-based Gold’s Gym and how poorly drafted contracts led to post-sale litigation. Discover key takeaways for selling your business without facing similar issues. M&A Stories June 5, 2019 Introduction: Selling your company can…
Posted in asset purchase agreement, assignment of contracts, contracts, due diligence Tagged with: asset sale, assignment of contracts; due diligence of contracts, Business Sale, contract drafting, contractual provisions, fitness club, Gold's Gym, Legal Blog, Liability, M&A, Mechanicsburg Fitness, negotiations, personal trainers, post-closing liabilities, Stock sale
Business Seller Accuses Buyer of Earnout Manipulation
Explore a recent M&A case where a seller accused the buyer of manipulating earnings to avoid the earnout. Dive into the legal intricacies and lessons learned from Main Market Partners, LLC v. Olon Ricerca Bioscience LLC. M&A Stories May 16,…
Posted in bad faith, earn outs Tagged with: asset purchase agreement, bad faith, Business performance, Business Seller, buyer, case reference, Chemical Division, Distressed Companies, Earnings Manipulation, earnout, EBITDA, Lawsuit, Legal Blog, M&A, Main Market Partners, merger and acquisition, Middle-Market Companies, Olon Ricerca Bioscience, Post-Closing Performance, Private Equity
How an Asset Purchase Agreement Shields Buyers from Employee Claims
Explore the intricacies of asset and stock purchases in M&A transactions to effectively manage risks and protect personal assets. Learn from a real case study and understand the importance of asset purchase agreements. M&A Stories March 26, 2019 When you’re…
Posted in purchase agreement Tagged with: asset purchase agreement, Case Study, Corporate Structure, Employee Claims, Lawsuit, Legal Blog, Liability, M&A Transactions, risk management, stock purchase
Costly Customer Secrets: Buyer’s $4.4 Million Lesson in M&A
Explore a real M&A case where lack of disclosure about customer issues led to a costly lawsuit. Learn the importance of transparency and diligence in mergers and acquisitions. M&A Stories March 15, 2019 Introduction: In the world of mergers and…
Posted in purchase agreement Tagged with: Breach of contract, business litigation, buyer's lesson, buyer-seller relationship, customer issues, customer relationships, Heritage Handoff Holdings LLC v Fontanella, key customers, Legal Blog, M&A, M&A case study, M&A lawsuit, Mergers and Acquisitions, Purchase Price, reasonable reliance, securities fraud, transparency in M&A
Delaware Court’s Decision on Escrow Dispute in M&A Agreement
Explore the Delaware Court’s landmark decision on an escrow dispute in an M&A agreement, highlighting the importance of the difference between alternative dispute resolution procedures of expert determination and arbitration, and its impact on M&A disputes. M&A Stories February 5,…
Posted in alternative dispute resolution, M&A agreement Tagged with: arbitration, contract qualification, Delaware Court, Delaware Court of Chancery, dispute resolution, escrow dispute, expert determination, independent accountant, legal battle, Legal Blog, LLC, M&A, M&A agreement, Ray Beyond Corp v Trimaran Fund Management
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
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