Explore the legal intricacies of a deferred closing in the world of business acquisitions, as we analyze a case involving a Las Vegas casino and hotel sale during the COVID-19 pandemic. Discover how legal proceedings unfolded and the outcome in…
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Casino and Hotel Sale During Pandemic: Legal Clarification
Posted in deferred closing Tagged with: Business acquisitions, Casino and hotel sale, COVID-19 pandemic, deferred closing, Earnest money compensation, Earnest money deposit, Gaming license, legal proceedings, Lucky Lucy D LLC v. LGS Casino LLC, M&A legal blog, Material breach, Nevada Gaming Commission, Nevada Supreme Court, Ordinary Course of Business Covenant, Purchase agreement, State trial court
How Carnival Cruise Protected Its Digital Treasure: The DXP Software Saga
Dive into the legal battle between Carnival Cruise and a bankrupt software developer over the OceanMedallion™ guest engagement system. Discover how Carnival fought to protect its proprietary innovation and the outcome of this high-stakes showdown. M&A Stories September 8, 2023…
Posted in Problems with intellectual property, Uncategorized Tagged with: Carnival Cruise, Cruise industry, Delaware bankruptcy, DXP software, Innovation protection, Intellectual property infringement, legal proceedings, M&A legal blog, OceanMedallion™, Proprietary information, Software architecture, Stalking Horse Bidder
BUYER NOT IN BREACH FOR DEMANDING REFUND AFTER UNVEILING SELLER’S FRAUD IN NIGHTCLUB PURCHASE
A Georgia intermediate appellate court held that the buyer had not breached the purchase agreement after the closing for wanting to unwind the deal. July 26, 2023 Introduction: In a recent case, an Atlanta nightclub buyer faced a lawsuit from…
Posted in fraud in business sale Tagged with: Atlanta Nightclub Acquisition, Buyer's Refund Demand, Directed Verdict in Trial, Disclosure of Criminal Incidents, Grae Hospitality, Lawsuit and Appellate Court, LLC, LLC v. LL Atlanta, M&A legal blog, Purchase Agreement Breach, Seller's Fraudulent Actions, Unwinding a Deal in M&A
STALKING HORSE BIDDER AWARDED $4.2 MILLION BREAKUP FEE AND REIMBURSEMENT AFTER SUCCESSFUL AUCTION
The asset purchase agreement provided for a breakup fee and expense reimbursement. However, the bankruptcy court did not approve the deal protection terms before the auction. Nevertheless, the court approved the breakup fee and expense reimbursement because it resulted in…
BUYER NO LONGER REQUIRED TO PAY SELLER EARNOUT
The buyer had purchased seller’s cloud-based secure messaging IP in part, for a royalty-based earnout. The buyer emerged from a bankruptcy reorganization free of the earnout obligation. M&A Stories July 17, 2023 Introduction In this blog post, we discuss a…
NON-PROFIT HOSPITAL BUYER CHALLENGES DENIAL OF PROPERTY TAX EXEMPTION FOR ACQUIRED HOSPITAL
A non-profit hospital chain buys a for-profit hospital and its property tax exemption application for the hospital is denied by the county. M&A Stories July 8, 2023 Introduction: Most hospitals in the United States are non-profit corporations, comprising over two-thirds…
OWNER SELLS RESTAURANT AND ITS BUILDING. IS SUED BY A BUILDING TENANT WHO HAD A RIGHT OF FIRST REFUSAL TO PURCHASE THE BUILDING
The restaurant owner unsuccessfully argued that the tenant’s right of refusal was not triggered because the owner was selling both the restaurant and the building. M&A Stories May 7, 2023 Introduction A buyer of a business frequently seeks the real…
BUYER MUST RETURN UNUSED PORTION OF $250K WARRANTY DEPOSIT TO SELLER
The asset purchase agreement did not say that the unused portion of the deposit was to be returned to the seller. The court said the unused portion of the deposit was refundable and a refund two years after the closing…
SELLER LOSES $605K DEPOSIT FOR FAILURE TO FOLLOW TERMINATION PROCEDURE IN $12.1 MILLION DEAL
The seller did not follow purchase agreement when it (a) sent notice of termination of the deal to buyer by electronic mail and (b) failed to give buyer ten business days to cure the default. M&A Stories March 13, 2023…
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