M&A Stories Explore a recent M&A case where a buyer’s decision to back out of an asset purchase agreement led to a defamation claim by the seller. Learn about the legal proceedings and the court’s ruling in this bankruptcy-related merger…
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BUYER’S SUCCESSOR LIABILITY IN NEW JERSEY FOR HISTORICAL CONTAMINATION
Learn about buyer’s successor liability for historical contamination in New Jersey when acquiring manufacturing businesses. M&A Stories August 1, 2023 Introduction: When a buyer acquires a manufacturing business, they may unknowingly inherit certain liabilities from the seller. This blog discusses…
BUYER NO LONGER REQUIRED TO PAY SELLER EARNOUT
Explore a recent M&A case where a buyer’s bankruptcy reorganization led to the elimination of an earnout obligation in the purchase of cloud-based secure messaging IP. Learn about the legal implications and key takeaways from this situation. M&A Stories March…
BUYER LOSES PURCHASED MEDICAL INSURANCE RECEIVABLES IN PHYSICIAN PRACTICE ACQUISITION
The court held that the seller creditor could garnish the receivables because the buyer’s ownership of them would not vest until the buyer had received its license from the state of Florida M&A Stories September 2, 2022 Introduction When acquiring…
$1.1 BILLION HOSPITAL DEAL LEADS TO $27.7 MILLION DISPUTE IN DELAWARE COURT
The buyer gives technical arguments to the court to justify its refusal to pay to the seller its share of funds it received from a state of Florida program designed to compensate hospitals for providing treatment to Medicaid patients at…
Posted in problem with prorations Tagged with: $1.1 billion hospital deal, $27.7 million proration dispute, Delaware Court of Chancery, Florida hospital acquisition, Indemnification claims, Legal dispute, M&A, Medicaid patients, Steward Health Care System v. Tenet Business Services Corp., Transition services agreement
BUYER ORDERED TO PAY $75 MILLION TO SELLER FOR BREACH OF REPS AND WARRANTIES IN M&A DEAL
In this M&A legal blog, learn about a recent case where a buyer was ordered to pay $75 million in damages to a seller for breaching representations and warranties during an insurance company acquisition. Gain insights into the lawsuit and…
Posted in buyer has no regulatory problems, buyer representations and warranties, seller knowledge Tagged with: Breach of Reps and Warranties, Damages and Interest, GBIG Holdings, Inc. v. Resolution Life LP, Insurance Company Acquisition, Legal Blog, M&A, Manhattan State Court, Merger and Acquisitions, Regulatory Problems, stock purchase agreement
DELAWARE COURT ORDERS BUYER TO HONOR M&A DEAL DESPITE PANDEMIC CHALLENGES
In this M&A legal blog, we explore a case where a buyer tried to back out of an acquisition agreement due to pandemic challenges. Discover how the Delaware Court of Chancery ruled in favor of the seller, emphasizing the importance…
Posted in best efforts to secure financing, buyer's covenants, Covenants, specific performance Tagged with: Court of Chancery, deferred closing, Delaware, Delaware Court, financing condition, financing contingency, Inc., Legal Blog, LLC v. KCAKE Acquisition, M&A, pandemic challenges, Snow Phipps Group, specific performance
DOL ALLEGES NEGLIGENCE IN MONITORING ESOP TRUSTEE IN M&A DEAL
Learn about a recent M&A case involving a Hawaii-based architectural engineering firm and the Department of Labor’s allegations of negligence in monitoring the ESOP trustee’s actions. Understand the importance of using an independent ESOP trustee to mitigate liability risks. Read…
Posted in director liability, independent trustee, prudence, sale of business to ESOP Tagged with: Acquisition, Court decision, Department of Labor, Employee Stock Ownership Plan, ESOP Trustee, Fiduciary Duty, Independent Trustee, Legal Blog, Liability, M&A, M&A Transactions, Negligence, Stewart v. Saakvitne, Valuation
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