Learn about the legal responsibilities of a controlling shareholder to the other owners when contemplating a sale and the importance of transparency in M&A deals. Explore a real case scenario highlighting these crucial aspects. M&A Stories March 2, 2019 Introduction:…
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Selling Your Company: Balancing Transparency and Legal Responsibilities
Posted in purchase agreement Tagged with: board duty of care and loyalty, board member duties, books and records inspection, CEO responsibilities, controlling shareholder duty of care and loyalty, Corporate governance, inspection of officer and board personal emails, legal implications, M&A case study, M&A legal responsibilities, officer duty of care and loyalty, selling a company, shareholder lawsuit, shareholder rights, transparency in M&A
M&A Seller’s Frustration with Post-Closing Royalties
Explore the risks and challenges associated with post-closing royalties in M&A deals. Learn from the case of Kelly v. Waters Corporation and the potential pitfalls of relying on earnouts and royalties. Understand the importance of clear agreements in the world…
Posted in earn outs, purchase agreement Tagged with: Buyer-seller relationships, Earnouts in M&A, Ethical practices, Financial records manipulation, Kelly v Waters Corporation, Legal Disputes, legal implications, M&A agreements, M&A case study, M&A lawsuits, M&A risk assessment, M&A seller, Mergers and Acquisitions, Post-closing royalties, Royalty payments, software
Court Challenges ESOP Purchase Price: Lessons for Business Owners
Explore a case study where an ESOP purchase price came under legal scrutiny. Learn valuable lessons for business owners considering Employee Stock Ownership Plans (ESOPs). M&A Stories February 7, 2019 In a notable case, the owners of a Hawaii architectural…
Posted in sale of business to ESOP Tagged with: Acosta v Saakvitne case, Business exit strategies, Business owner responsibilities, company projections must be reasonable, Court challenges in M&A, Department of Labor lawsuit, Employee Stock Ownership Plan, ESOP legal issues, ESOP valuation, Fair purchase price in ESOP, Fiduciary duties in M&A, Hiring ESOP lawyers, improper use of control premium, M&A case study, M&A legal blog, Protecting ESOP retirement assets, Trustworthy ESOP Trustees, Valuation report flaws
Resolving Working Capital Disputes in M&A Agreements
Explore the intricacies of resolving working capital disputes in M&A agreements, with a focus on the case of Agiliance, Inc. v. Resolver Soar, LLC. Learn about the importance of clear dispute resolution language and its impact on M&A transactions. M&A…
Posted in arbitration vs expert determination, dispute resolution provision, purchase price, working capital adjustment Tagged with: Agiliance Inc v Resolver Soar LLC, arbitration, asset purchase agreement, Court's Decision, Delaware Corporation, dispute resolution, Dispute resolution mechanisms, expert determination, Legal Blog, M&A agreements, M&A case study, Net working capital adjustments, Net working capital statement, purchase price adjustment, Working capital disputes
Navigating M&A Disputes: A Debt Case Study
Explore a complex M&A case study involving shareholders, personal guarantees, and debt owed to Wells Fargo. Learn from the legal battle and verdict in this insightful analysis of M&A disputes. M&A Stories January 23, 2019 In this case study, we…
Posted in equitable contribution, personal guaranty of company debt by selling shareholder, shareholder buyout of partner, stock purchase agreement Tagged with: court verdict, Debt in M&A, Equitable contribution, Financial litigation, Forbearance agreement, Iowa Court of Appeals, Legal battle analysis, Legal case reference, Loan default, M&A case study, Personal guarantees, Shareholder disputes, Shcharansky v Komm, stock purchase agreement, Wells Fargo debt
Buyer’s purchase price may triple post-closing because of underfunded union pension plan
Explore the legal implications of a case where a buyer’s purchase price may triple post-closing due to an undisclosed underfunded union pension plan liability. Learn from the Members of the Board Of Administration of the Toledo Area Industries UAW Retirement…
Posted in asset purchase agreement, constructive knowledge, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, multi-employer pension plan, successor liability, union liabilities Tagged with: asset purchase agreement, Business continuity analysis, Buyer's purchase price, Due diligence in M&A, ERISA (Employee Retirement Income Security Act), Goodwill in M&A, Hidden liabilities, Legal consequences in M&A, Legal implications in M&A, M&A case study, M&A legal blog, M&A lessons learned, Obz Inc case, Toledo Area Industries UAW Retirement Income Plan, Union pension plan liability
Seller Claims Confidentiality Breach Costs It $12.7 Million in M&A Case
Explore the legal repercussions of a breach of confidentiality in an M&A deal. Learn from the Cargotec Corporation v. Logan Industries case and the potential pitfalls sellers face when sharing sensitive information with potential buyers. M&A Stories January 8, 2019…
Posted in damages, diminuation of value, lost profits, nondisclosure agreement, nondisclosure provision, strategic acquisition, strategic acquisition Tagged with: Appellate court decision, Cargotec Corporation v. Logan Industries, Confidentiality clause in M&A, Confidentiality risk in due diligence, Legal battle in M&A, Loss in M&A deal, M&A case study, M&A confidentiality breach, Offshore equipment acquisition, Seller's legal rights
Buyer’s Failure to Release Lease Guaranty Leads to Legal Dispute
Explore a real M&A case study from Round Rock, Texas, where a failure to release a lease guaranty led to a legal dispute. Learn valuable insights into the consequences and lessons learned. M&A Stories December 29, 2018 In an M&A…
Non-Disclosure of Customer Contract Nonrenewal in M&A Deal
Explore a 2015 M&A case where the disclosure of customer contract nonrenewals becomes a pivotal issue. Gain insights into the importance of clear language in M&A agreements. M&A Stories December 5, 2018 In a 2015 M&A case, a buyer based…
Posted in Buyer beware, representation and warranty about customers, representations and warranties, stock purchase agreement Tagged with: Buyer's Rights, contract nonrenewal, customer contract termination, Disclosure obligations, Latisys Holdings, Legal Disputes, M&A agreements, M&A case study, M&A legal blog, nondisclosure of major customer nonrenewals, post-closing issues, Seller's obligations, stock purchase agreement, Zayo Group
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