The Delaware Court of Chancery holds that the buyer of the medical device used “good faith” and “commercially best efforts” to commercialize the sellers’ medical device. M&A Stories September 29, 2022 Introduction In a recent case, the Delaware Court of…
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DELAWARE COURT RULES AGAINST MEDICAL DEVICE SELLERS’ EARNOUT CLAIM
Posted in problems with earnouts Tagged with: Commercialization efforts, Commercially best efforts, Contingent payment structure, Delaware Court of Chancery, Discontinuation of development, Earn-out payments, Earnout claim, Good faith, Legal dispute, M&A legal, Medical device sellers, Milestone payments, Patient safety concerns, Product development challenges, Verdict
BUYER CAN’T SEEK DAMAGES FOR HOSPITAL CONDITION DUE TO “AS IS” PURCHASE
A Pennsylvania federal court holds that a “hospital cannot be sold ‘as is’ while simultaneously representing compliance with the rules, regulations, or requirements that govern the hospital’s physical condition. M&A Stories September 14, 2022 Introduction Purchasing a business “as is”…
$1.1 BILLION HOSPITAL DEAL LEADS TO $27.7 MILLION DISPUTE IN DELAWARE COURT
The buyer gives technical arguments to the court to justify its refusal to pay to the seller its share of funds it received from a state of Florida program designed to compensate hospitals for providing treatment to Medicaid patients at…
Posted in problem with prorations Tagged with: $1.1 billion hospital deal, $27.7 million proration dispute, Delaware Court of Chancery, Florida hospital acquisition, Indemnification claims, Legal dispute, M&A, Medicaid patients, Steward Health Care System v. Tenet Business Services Corp., Transition services agreement
BUSINESS BUYER RECOVERS DAMAGES DUE TO SELLER’S ASSETS REPRESENTATION BREACH
Buyer of manufacturing business discovers obsolete and malfunctioning equipment. Recovers damages from seller. M&A Stories September 5, 2021 Introduction: In this blog post, we discuss a case where a buyer of a manufacturing business faced issues with the purchased assets…
NY COURT RULES BUYER DIDN’T INHERIT UNEMPLOYMENT EXPERIENCE ACCOUNT IN BUSINESS ASSET PURCHASE
Learn about a recent New York court decision where the buyer of a business was found not liable for the seller’s higher unemployment insurance rates. The court clarified the criteria for acquiring goodwill in a business asset purchase. M&A Stories…
Buyer’s Ability to Sue Seller for Fraud in Delaware “As Is” Deal
Explore the legal implications of fraud in M&A deals, particularly in cases where buyers agree to purchase assets “as is” without explicit assurances. Learn from a real case study and understand the importance of representations and warranties in protecting buyers’…
Buyer’s Post-Closing Default Shatters Seller’s High-Risk Exit Plan
Explore a real M&A case where a seller’s risk-laden exit plan crumbled as the buyer defaulted on payments. Gain insights into the legal dispute and learn valuable lessons on safeguarding transactions. M&A Stories December 07, 2020 Introduction: Selling a business…
Posted in Guaranty, securing buyer's note, securing deferred purchase price, security agreement, seller carried purchase price Tagged with: asset purchase agreement, buyer's owner liability, collateral, Legal dispute, LLC, M&A, post-closing default, Purchase Price, risk management, seller's exit plan
Clarifying Buyer’s Set-Off Provision in M&A Deals for Unresolved Indemnity Claims
Gain insights into the legal complexities of using set-off provisions in M&A transactions. Understand how disputes over indemnity claims can impact post-closing payments and buyer protections. M&A Stories October 14, 2020 Introduction: When a business buyer purchases another company, they…
Buyer’s Right to Sue Sellers for $9 Million in Pre and Post-Sales Tax Liabilities in M&A Deal
Explore a case study where a buyer’s right to sue sellers for $9 million in pre and post-sales tax liabilities was examined in an M&A deal. Learn about the legal arguments, court decisions, and the implications for similar situations. July…
Posted in fraud carveout, post-closing sales tax, pre-closing sales tax, sales tax risk Tagged with: buyer's right to sue sellers, Court decision, escrow funds, fraud exception, indemnification, Legal dispute, M&A deal, post-closing period, sales tax liabilities, tax audit, tax representations, warranty breach
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