Explore the intricacies of asset acquisitions in the latest M&A dispute involving Rite Aid’s pharmacy benefit management business. This blog delves into the legal debate over assumed liabilities, highlighting a $200 million dispute between the buyer and seller over Walgreens…
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M&A Asset Buyer’s Hail Mary Argument in $200 Million Liability Dispute
Posted in assumed liabilities Tagged with: and vs or, asset acquisitions, Assumed liabilities, Bankruptcy court, BDO, Buyer's liability, Corporate Law, Court ruling, current liabilities, CVS, delinquent liabilities, due diligence, Financial Due Diligence, legal interpretation, legal strategy, Liability assumption, liability definition, M&A case study, M&A legal disputes, M&A litigation, M&A transaction, PBM, pharmacy benefit management, Purchase agreement, Rite Aid, trade payables, Walgreens, working capital account
Court Examines New York’s Successor Liability Doctrines De Facto Merger vs. Mere Continuation
Dive into the complexities of New York’s successor liability doctrines in our latest M&A blog post. This in-depth analysis examines the recent case of Avamer 57 Fee LLC v. Hunter Boot USA LLC, where the court navigated the nuances of…
Posted in de facto merger exception, mere continuation, problems with successor liability Tagged with: Asset sales, Avamer 57 Fee LLC v. Hunter Boot USA LLC, Business acquisition, de facto merger, distressed company sale, equity transfer in M&A, Hunter Boot brands, Intellectual property acquisition, legal analysis of M&A, M&A case study, M&A legal disputes, M&A legal topics, M&A Transactions, Manhattan state trial court, Mere Continuation, New York M&A law, New York state law, successor liability, successor liability doctrines, unpaid rent dispute
Legal Troubles in M&A: Supplier’s Lawsuit Against Seller for Fraud
Explore a case study on M&A legal issues as a supplier sues a seller for alleged fraud. Learn about the legal challenges and key takeaways. M&A Stories October 30, 2023 Introduction: Selling your company’s assets can pose a significant risk…
Posted in Problem with Vendors and Suppliers Tagged with: asset sale, business negotiations, Case reference: Pratt Corrugated Holdings Inc V Porter Pizza Box of Ohio LLC, Creditor status, Federal court case, Legal consequences in M&A, Legal Risks in M&A, M&A case study, M&A legal blog, Ohio Uniform Fraudulent Transfer Act, seller fraud, Supplier lawsuit
Lessons in Due Diligence for Directors and Officers: Avoiding Pitfalls in M&A
Explore a case study involving a furniture company’s M&A journey and learn valuable lessons in due diligence for directors and officers. Discover the importance of thorough research and risk mitigation in the world of mergers and acquisitions. M&A Stories September…
Posted in director and officer duty of care Tagged with: Bankruptcy aftermath, Corporate liability, Delaware corporations, Delaware limited liability companies, Directors and officers, duty of care, Duty of care breach, Exculpatory clauses, Furniture company acquisition, Gross negligence, legal proceedings, LLC managers, M&A case study, M&A Due Diligence, M&A pitfalls, Risk mitigation
Asset Buyer Dilemma: Are You Missing Valuable Assets in M&A?
Explore the complexities of asset acquisitions in the world of mergers and acquisitions (M&A). Learn from a real-life case in the Kansas City area and understand how the legal nuances of third party beneficiaries can impact your M&A deals. September…
Buyer’s Waiver of Privileged Communications Shared during Due Diligence
Learn about a court case where sharing privileged communications during due diligence led to a waiver of attorney-client privilege. Understand the implications for M&A transactions and the importance of maintaining a clear distinction between legal and commercial interests. M&A Stories…
Business Sale Payments at Risk: COVID and Buyer’s Legal Troubles
Explore a real M&A case where a business owner’s post-sale payments were jeopardized due to a buyer’s legal issues and the COVID-19 pandemic. Learn about the complexities of deferred payments and the risks they entail. M&A Stories December 10, 2020…
Posted in risk of post closing payments Tagged with: business deal complications, business sale payments, business transaction risks, buyer's legal troubles, COVID-19 impact, deferred payments, financial scandals, Illinois litigation, LLC, M&A case study, pandemic challenges, post-closing payments, Yeh v. Prairie E&L Management
Buyer’s Defeat in Dispute with Asset Seller Over Deal’s Sales Tax Responsibility
Explore a legal blog post discussing a significant M&A case where a buyer faced unexpected challenges over sales tax responsibility in a marina asset purchase agreement. Learn how precise contract language and allocation provisions could have averted the dispute. Case…
Posted in allocation of sales tax from transaction, asset purchase agreement Tagged with: allocation provision, asset purchase agreement, buyer-seller dispute, contract language, Gaines Mar. & Servs., Inc. v. CMS Mar. Stor., intermediate court of appeal, LLC, M&A case study, M&A legal blog, New York state trial court, sales tax responsibility
Seller’s Indemnification Cap Dispute: What Entrepreneurs and Investors Should Know
Explore the intricacies of indemnification caps in M&A deals. Learn about a real case involving a private equity firm, a $2.25 million dispute, and the importance of clarity in asset purchase agreements. M&A Stories May 21, 2019 Introduction: In the…
Posted in asset purchase agreement, excluded or retained liabilites, indemnification cap, post closing covenants Tagged with: asset purchase agreement, Asset purchase agreements, business litigation, Buyer-seller disputes, Contaminated chemical inventory, Entrepreneurial insights, excluded liabilities, indemnification cap, Indemnification caps, indemnification for covenant breaches, Indemnification for representation and warranty breaches, Legal clarity in contracts, Legal counsel in M&A, M&A best practices, M&A case study, M&A legal dispute, Main Market Partners v. Olon Ricerca Bioscience, post closing covenants, Private equity in M&A, retained liabilities
Seller’s Stock Purchase Agreement Disclosure and the $1.4 Million Claim
Explore this M&A legal blog post that delves into the case of a $1.4 million claim arising from a stock purchase agreement disclosure. Gain insights into the legal outcome, key takeaways, and strategies to minimize liability in M&A deals. M&A…
Posted in disclosure schedule, No Undisclosed Liabilities, stock purchase agreement Tagged with: $1.4 million claim, Business problems disclosure, buyer's claim, Disclosure schedule, due diligence, Healthcare coverage, Inc., Inc. v. Wellcare Health Plans, Legal outcome, M&A case study, M&A legal blog, M&A Risk Management, Minimizing liability, Molina Healthcare, New York Department of Health, no undisclosed liabilities, Refund of pre-closing income, stock purchase agreement, Supreme Court ruling
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