Explore the Mississippi high court’s ruling on a strategic buyer’s refusal to sign an Asset Purchase Agreement (APA) after signing a Letter of Intent (LOI) in this M&A legal blog. Delve into the background, hurdles, outcome, and legal action of…
Blog Archives
Strategic Buyer’s Decision Not to Proceed with APA after LOI
Posted in implied covenant of good faith and fair dealing, letter of intent, nonbinding Tagged with: asset purchase agreement, Breach of contract, Buyer abandoned purchase, buyer's decision, covenant of good faith, Legal Case, letter of intent, M&A, M&A stories, Mississippi hospice, Mississippi Supreme Court, Strategic buyer
Buyer Loses $21.6 Million Claim for Business Seller’s Exclusivity Breach
Explore a legal case study where a buyer lost a substantial claim due to a seller’s breach of exclusivity in an M&A deal. Learn key takeaways and legal insights. M&A Stories March 19, 2019 Introduction: When selling a privately-owned business,…
Posted in purchase agreement Tagged with: Business Seller, business terms, buyer's claim, Case Study, exclusivity breach, expectancy damages, Legal dispute, legal insights, letter of intent, liquidated damages, LOI, lost profits, M&A legal blog, M&A stories, negotiation, PSC Metals Inc v Southern Recycling LLC, reliance damages, seller's violation
Understanding the Importance of Boilerplate Clauses in M&A Agreements
Explore the significance of boilerplate clauses in M&A agreements and how they can impact post-closing disputes. Learn from a real case example and discover the key takeaways for buyers and sellers in the world of mergers and acquisitions. M&A Stories…
Posted in purchase agreement Tagged with: Boilerplate clauses, Business purchase agreements, buyer guaranty of target liabilities, Buyer's responsibility, case reference, Company debts, Contractual agreements, indemnification, Legal Blog, M&A agreements, M&A stories, Post-closing company debt, Post-closing disputes, Reimbursement, Seller's liability, shareholder guaranty, stock purchase agreement
Navigating Hidden Liabilities in M&A Deals
Explore the complexities of hidden liabilities in mergers and acquisitions. Learn from a real case where unforeseen complications arose and discover key takeaways to protect your M&A transactions. M&A Stories February 26, 2019 Introduction: In the world of mergers and…
Buyer’s Dispute Over $1.5 Million Judgment: Who’s Responsible?
Explore a legal dispute in M&A involving a Nigerian business and a Louisiana shipbuilding company. Learn about the “mere continuation” exception in Louisiana law and its implications for successor liability. Dive into the complexities of this case and its impact…
Posted in asset purchase agreement, Buyer beware, continuity of enterprise exception, mere continuation exception, successor liability Tagged with: $1.5 million judgment, Buyer's dispute, case reference, Hadassa Investment Security Nigeria LTD Swiftships Shipbuilders LLC, John McCauley, legal principles, Louisiana law, Louisiana shipbuilding company, M&A legal blog, M&A stories, mere continuation exception, Nigerian business, successor liability
Legal Case: Buyer’s Lawsuit Over Stock Acquisition Reveals Chinese Compliance Issues
Explore a recent M&A legal case where a buyer sued the seller for misrepresenting compliance with Chinese law, resulting in significant financial implications. Learn about the importance of representations and warranties in purchase agreements. M&A Stories December 13, 2018 In…
Posted in compliance with all applicable laws, financial representation and warranty, representations and warranties Tagged with: Breach of contract, Buyer's lawsuit. Post-acquisition issues, Chinese compliance issues, Chinese law compliance, Danfoss Power Solutions (US) Company v. Maddux, financial implications, Legal Blog, M&A legal case, M&A stories, New York federal district court, Pre-Closing Liabilities, Purchase agreement, Representation and warranties, stock acquisition
Pitfalls of Signing Closing Documents Prematurely: Lessons from Payne v. Cunningham
Explore the legal ramifications of signing M&A closing documents prematurely, illustrated through Payne v. Cunningham. This blog delves into a notable 2016 case involving a car dealership sale, highlighting the crucial importance of timing in avoiding unforeseen legal consequences. Learn…
Posted in breach of contract, closing, damages, specific performance, stock purchase agreement Tagged with: Acquisition Documents, appellate court, Buyer-seller disputes, Car Dealership Sale, Closing Documents, escrow, Financial Due Diligence, Legal battles, Legal consequences, M&A, M&A Lessons, M&A pitfalls, M&A stories, merger and acquisition, Monetary Damages, Payne v. Cunningham, specific performance, stock purchase agreement, Timing in M&A, Transaction Breach, Trial Court
Delaware Court Rules Buyer Must Honor Post-Closing Payments Despite Seller’s Breach
Explore the implications of a recent M&A case in Delaware (Post Holdings, Inc. v. NPE Seller Rep LLC), emphasizing the importance of honoring post-closing payments despite alleged breaches by the seller. Gain insights into contractual obligations, indemnification claims, and the…
Posted in escrow, offset or setoff provision, stock purchase agreement Tagged with: Breach of contract, business law, Buyer-seller disputes, Contractual obligations, Court ruling, Delaware Court, escrow fund, Indemnification claims, Indemnification obligations, John McCauley, legal analysis, legal battle, M&A Case, M&A stories, misrepresentations, Post Holdings Inc. NPE Seller Rep LLC, post-closing payments, stock purchase agreement
Court Decision: Buyer Assumes Liability for Lead Paint Poisoning in M&A Deal
Explore a recent Wisconsin court decision on an M&A case where a buyer assumed liabilities for lead paint poisoning. Gain insights into the court’s interpretation of the asset purchase agreement and its impact on M&A transactions. M&A Stories November 14,…
Posted in asset buyer's assumption of seller's liabilities by contract, asset seller's liabilities, asset vs stock deal, assumed liabilities, excluded liabilities, successor liability Tagged with: ambiguous language, asset purchase agreement, Assumed liabilities, Burton v. American Cyanamid, buyer and seller intent, buyer responsibility, Court ruling, federal E.D. Wisconsin court, lead paint poisoning, Legal Blog, Legal Case, M&A liability, M&A stories, M&A Transactions, selective assumption
Enforcing Noncompetition Agreements in Business Asset Sales: A Legal Insight
Explore the legal intricacies of enforcing noncompetition agreements in M&A transactions. Delve into a recent case where a buyer’s right to enforce a non-compete clause was contested after the sale of business assets. Gain valuable insights into contract acquisition, potential…
Posted in Assignment, assignment of contracts, covenant not to compete Tagged with: asset purchase agreement, Atronix v. Morris - Supreme Court of New Hampshire, Business Asset Sales, business contracts, Business Sale, Buyer's Rights, buyer's scrutiny, California noncompetition agreements, consent requirements, contract acquisition, intellectual property licenses, Legal Blog, legal insight, M&A legal, M&A stories, Noncompetition agreements, state-specific nuances
Recent Posts
- Mitigating Buyer Risks in M&A: Managing Asset Seller Liabilities
- Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
- Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC
- Understanding M&A Asset Buyer Responsibilities for Unassumed Seller Contracts
- Navigating Real Estate Lease Assignments in M&A: A Case Study
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- business cards
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- buyer's covenants
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- contracts
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- Delaware
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- Description of business assets purchased
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- diminuation of value
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- discharge in bankruptcy
- disclosure schedule
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- fee based upon buyer debt assumption
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- leases
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- merger
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- misappropriation of likeness
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- missing attachment to acquisition document
- modification as counteroffer
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- mutual mistake
- mutual mistake
- negligent misrepresentation
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- New York
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- no solicitation of seller employees
- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income
- nonbusiness income/sale of subsidiary
- noncompete area
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- nondischargeable debt in bankruptcy
- nondisclosure agreement
- nondisclosure provision
- nonqualified preferred stock
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- note payment amount adjustment
- notice
- notice provision
- officer duty of care
- offset or setoff provision
- offset right
- One class of stock
- oral contract
- oral copyright agreement
- overly complicated language in contract
- owner liability for company breach of financing deal
- Ownership of Target Law Firm File
- parol evidence rule
- patents
- payroll tax
- percentage of purchase price
- permits and certificates
- personal goodwill
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- personal guaranty of company debt by selling shareholder
- personal guaranty of lease
- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post closing covenants
- post signing asset valuation
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- post-closing sales tax
- PPP loan
- PPP loan assumption
- pre-closing management agreement
- pre-closing operating arrangement
- pre-closing sales tax
- preservation of due diligence materials
- prior-material-breach doctrine
- private equity
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- problems with oral M&A promises
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- Problems with Real Estate Leases
- problems with receivables
- Problems with sale of auto dealerships
- problems with seller nondisclosure
- problems with seller's employees
- problems with seller's lender
- Problems with seller's pre-closing errors & omissions
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- problems with seller's real property
- problems with seller's unemployment insurance experience rating
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- problems with subordination rights
- problems with successor liability
- problems with taxes
- Problems with typos
- product line exception
- projections
- projections
- promissory estoppel
- promissory note
- prudence
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- receivables
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
- rescission
- restrictive post-closing covenants
- retaliation
- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
- Right of publicity
- risk of post closing payments
- royalty
- S corporation
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
- sales tax
- sales tax imposed on equity sale of DRE
- sales tax risk
- SBA approval re PPP loan
- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
- seller owner responsibility for underreported sales tax
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- Selling shareholders problem with their board of directors
- severance benefits
- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
- state and local tax
- state approval of nonprofit hospital
- state franchise/income tax
- statute of frauds
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- stock sale
- strategic acquisition
- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
- successor liability
- sufficiency of assets rep
- supply problems
- survival of covenants
- survival of reps and warranties
- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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