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…
Blog Archives
Legal Troubles in M&A: Supplier’s Lawsuit Against Seller for Fraud
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
Court Awards Seller $441K in Preclosing Tax Refunds Dispute
Learn from a recent M&A case about the costly consequences of a critical typo in stock purchase agreements, as a court rectifies the error and awards the seller $441,000 in pre-closing tax refunds. Explore the importance of precise language in…
Posted in purchase agreement Tagged with: Buyer-seller agreement, Clear language in agreements, Court decision in M&A dispute, court reformation of contract, Delaware Federal District Court, Heritage Handoff Holdings LLC v Fontanella, Legal battle outcome, M&A case study, M&A legal blog, Meticulous proofreading, mutual mistake, preclosing tax refunds, proration of taxes, Seller's rights in M&A, Stock purchase agreements, Tax refunds dispute, Tax refunds in M&A deals, Typo in agreements
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
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