Uncover how a $22 million M&A dispute hinged on a single accounting definition. This post dives into the critical challenge buyers, sellers, and advisors face when negotiating purchase price adjustments: should calculations follow GAAP or historical accounting practices? Learn how…
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GAAP or History? Don’t Leave Your M&A Purchase Price Adjustment to Chance M&A Stories
Posted in accounting methodology, purchase price adjustment Tagged with: accounting expert, accounting methodology, Bitcoin mining, buyers, closing adjustments, contract disputes, cryptocurrency industry, data center acquisition, deal negotiation, deferred revenue, Delaware Court of Chancery, due diligence, financial metrics, GAAP, historical accounting, indebtedness, legal risk management, lower middle market, M&A, M&A advisors, M&A litigation, merger and acquisition, Post-closing disputes, PPA, private targets, protecting purchase price, purchase price adjustment, sellers, SPA, stock purchase agreement, strategic drafting, transaction pitfalls
Customer Due Diligence: Mitigating Concentration Risk in Lower Middle Market M&A
Customer concentration risk in M&A demands scrutiny. Learn how deep due diligence can prevent costly fraud claims and litigation in lower middle market acquisitions, drawing lessons from a recent Delaware case. M&A Stories May 28, 2025 Acquiring a business with…
Posted in customer due diligence, problems with customers Tagged with: accounts receivable analysis, Business acquisition, CRM system review, customer concentration, customer contract review, customer due diligence, deal negotiation, Delaware M&A law, due diligence, Financial Due Diligence, fraud claims, internal communications review, lost customers, lower middle market M&A, M&A, M&A best practices, M&A litigation, M&A risk mitigation, Mergers and Acquisitions, Post-closing disputes, pre-closing due diligence, private company acquisition, revenue concentration risk, technology advisory business., undisclosed contractual commitments
Court Holds M&A Agreement’s Limitation of Ohio’s Statute of Limitation Unenforceable
This blog explores a recent Ohio federal district court ruling, which rendered an M&A agreement’s limitation on the statute of limitations unenforceable. It highlights the nuances of survival clauses in asset purchase agreements and their legal implications for sellers in…
Posted in problems with survival provisions Tagged with: asset purchase agreement, asset sale, business litigation, business transaction, buyer indemnification claims, contractual limitations, Corporate Law, Deferred Purchase Price, indemnification, Legal compliance, Legal dispute, M&A, M&A agreements, M&A negotiation, M&A seller, M&A terms, Ohio federal court, Ohio law, Post-closing disputes, state law variations, statute of limitations, survival clause
Texas Upholds Asset Acquisition Formality: Successor Liability Limited to Assumed Seller Liabilities
Explore the intricacies of M&A legal topics with our latest blog post, “Texas Upholds Asset Acquisition Formality: Successor Liability Limited to Assumed Seller Liabilities.” This piece delves into the unique legal landscape of Texas, contrasting its strict adherence to the…
Posted in problems with successor liability Tagged with: Acquisition Agreements, Asset acquisition, Business acquisitions, business bankruptcy, buyer protections, choice of law provision, Contractual obligations, Corporate governance, creditor claims, creditor-friendly laws, industry regulations, Legal Strategies, liability assumptions, M&A, merger implications, successor liability, Texas courts, Texas law, tort liabilities, transaction structuring
The Importance of Due Diligence When Acquiring a Business in a Regulated Industry
Navigating the complex landscape of acquiring a business in a regulated industry can be a minefield without thorough due diligence. In our latest post, we delve into the critical importance of meticulous pre-acquisition audits to ensure compliance with stringent regulations…
Posted in problems with regulatory industry acquisitions Tagged with: broker-dealer compliance, Business acquisition risks, business law, compliance audits, corporate acquisitions, due diligence, Eischen v. Adaptation Financial Advisers Inc., federal securities regulations, financial industry regulations, investment firm acquisition, investment firm litigation, Legal compliance, legal due diligence, legal risk management, M&A, M&A litigation, Mergers and Acquisitions, pre-purchase audits, regulated industries, securities laws
Resolving M&A Seller Earnout Disputes: Beyond Accountant Arbitration
Delve into the intricacies of M&A earnout disputes with our latest blog post. Explore the complexities beyond accountant arbitration, as we dissect a notable case and offer insights into drafting M&A agreements for clarity and foresight. M&A Stories May 9,…
Posted in problems with earnouts Tagged with: accountant arbitration, business law, business negotiations, business strategies, Buyer-Seller Agreements, commercial AV projectors, contract drafting, contractual language, COVID-19, dispute resolution, Earnout Calculation, Earnout disputes, Industry specifics, Kelly v. DCC Technology Holdings Inc., Legal aspects, legal insights, M&A, M&A agreements, Mergers and Acquisitions, pandemic implications, post-closing metrics, revenue metrics, stakeholder insights, valuation discrepancies
Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
Explore the intricacies of M&A earnouts and legal disputes in this compelling blog post dissecting the Butler v. Ferguson Enterprises Inc. case. Gain valuable insights into contract negotiations, operational matters, and the pivotal role of judicial scrutiny in post-closing disputes.…
Posted in problems with earnouts Tagged with: Business acquisitions, business continuity, business law, business strategies, Butler v. Ferguson Enterprises Inc., Buyer-Seller Agreements, CFO insights, Cincinnati, contract law, contract negotiations, Earnout disputes, earnouts, Entrepreneurship, judicial scrutiny, legal cases, Legal Challenges, Legal Disputes, legal implications, legal insights, legal recourse, Litigation, M&A, Mergers and Acquisitions, operational matters, operational performance, Post-closing disputes, profitability, stakeholder management
Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC
Delve into the intricate world of M&A earnouts with insights from the landmark Dolce v. WTS International, LLC case. Explore the complexities and risks involved in earnout disputes, including the crucial role of EBITDA calculations. Gain valuable lessons on navigating…
Posted in problems with earnouts Tagged with: Business owners, Business Transactions, Case Study, contract law, Corporate transactions, Delaware Court of Chancery, Dolce v. WTS International LLC, Earnout disputes, EBITDA calculation, Entrepreneurial insights, expert determination, financial scrutiny, industry analysis, legal complexities, Legal Disputes, Legal Precedents, legal proceedings, Litigation, M&A, Mergers and Acquisitions
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