Georgia state trial and intermediate appellate court held that the buyer who paid “reasonably equivalent value” for most of the assets of seller’s business, was not responsible for the insolvent seller’s corporate headquarters lease because the buyer did not assume…
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BUYER OF DISTRESSED BUSINESS ASSETS NOT LIABLE FOR SELLER’S CORPORATE LEASE: A CASE STUDY
Posted in Problem with seller lessor or landlord Tagged with: Bankruptcy Purchase, Buyer's liability, Corporate Lease Liability, Distressed Business Assets, Fair Value Transaction, Fraudulent Transfer Georgia State Court, M&A legal blog, Small Business Reorganization Act, Windward Campus Owner v. Good Night Med. Case Study
BUYER WITHDRAWS FROM BANKRUPTCY DEAL FOR MAJOR BUS STATION DUE TO LANDLORD’S DEMANDS
The proposed buyer agreed to pay $100 million for a major Manhattan bus station. The purchase price included assuming a $72 million loan from the seller’s foreign investors. The buyer backed out in the face of demands by the landlord,…
Posted in Problems with distressed business seller unexpired tenant leases Tagged with: Bankruptcy Deal, Buyer Withdraws, Distressed Business Acquisition, Escrow for Property Issues, Ground Lease Liabilities, Landlord's Demands, M&A legal blog, Manhattan Bus Station, Port Authority Lease Assignment, Real Estate Investment Firm
SELLER’S MISUSE OF BANKRUPTCY ALMOST JEOPARDIZED BUYER’S ACQUISITION OF FORKLIFT DEALER BUSINESS
Bankruptcy court finds that seller’s president and his lawyer exercised bad faith in trying to sell the business in bankruptcy when in fact seller was solvent and bankruptcy was not authorized by the board of directors. M&A Stories June 23,…
Posted in problem with seller co-owners Tagged with: asset purchase agreement, Bad Faith Practices, Bankruptcy Court Case, Bankruptcy Dismissal, Bankruptcy Misuse, Forklift Dealer Business, Lawyer Sanctions and Liability, M&A legal blog, Negotiating Fair Deals for all Seller Owners, Stalking Horse Bidder
COURT FINDS NONCOMPETE COVENANT GIVEN BY SELLER TO BUYER LIKELY UNENFORCEABLE DUE TO EMPLOYMENT CONNECTION
Court said that Arkansas applies stricter scrutiny to noncompete agreements in employment contracts than those connected with a sale of a business. M&A Stories June 1, 2022 Introduction: In a recent court case, a noncompetition covenant given by a seller…
FEDERAL COURT RULES SEARS OWNS $6.3 MILLION CASH FROM EQUITY SALE OF FOREIGN SUBSIDIARIES
In a bankruptcy asset sale of Sears, the buyer had the option of purchasing the equity of the foreign subsidiaries in the event of problems with a foreign asset transfer. The buyer did and to the surprise of all, the…
AIRLINE COMPETITOR FAILS TO RECOVER $10 MILLION IN FEDERAL COVID ASSISTANCE FROM BUYER AFTER BANKRUPT SELLER’S SALE
The seller airline filed for $10 million federal Covid assistance days before filing for bankruptcy. The buyer received the assistance and a competitor tried and failed to force the buyer to return the money. M&A Stories April 21, 2022 Introduction:…
Buyer Can’t Blame Seller for Business Failure When Assisting in Manager Selection
The seller stayed on under a temporary consulting arrangement. At buyer’s request the seller helped pick a president for the buyer to manage the business. It did not work out and the business failed. M&A Stories April 15, 2022 Introduction:…
Posted in Problems with Deferred Purchase Price, Problems with post-closing management of business Tagged with: Auto Parts Sorting Business, Business acquisitions, Business Failure, Buyer-Seller Consulting Agreement. Manager Selection, Industry Management Experience, Kentucky State Court, M&A legal blog, Personal Guaranty, Poston v. Welch Case
Ohio Auto Dealership Buyer Unsuccessful in Halting Sale to Another Party Amid Honda Approval Protest
Both the Ohio Motor Vehicles Dealers Board and the courts said that Ohio’s motor vehicle law did not give the Board the power to prevent the seller from selling to another party pending resolution of the buyer’s Board protest. M&A…
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