This post looks at a 2003 Delaware Court of Chancery case, Gloucester Holding Corp. v. US Tape, in which a buyer successfully sued a seller for fraud despite an “as is where is” clause in the purchase agreement. It’s a…
Monthly Archives: April 2018
Buyer’s Remedies in “As Is Where Is” M&A Deals: Fraud Claims
Posted in "as is where is", fraud in business sale Tagged with: as is where is deals, asset purchase agreement, buyer protection, buyer remedies, case reference, comprehensive due diligence, contractual provisions, due diligence, Environmental liabilities, fraud claims, Legal battles, legal frameworks, Legal Precedents, legal recourse, M&A legal, M&A Transactions, Mergers and Acquisitions, regulatory scrutiny, Seller liability
The Risks of Earn-Outs in M&A Deals: A Seller’s Lesson
This post looks at a 2009 Delaware Court of Chancery case, Airborne Health, Inc. v. Squid Soap, LP, in which a seller learned the hard way that earn-out payments are only as good as the buyer’s ability to deliver —…
Posted in due diligence, earn outs, representations and warranties Tagged with: asset purchase agreement, business lessons, buyer's background, corporate lawsuits, corporate transparency, due diligence, earn-out agreements, entrepreneurial risks, Industry Insights, Legal Risks, M&A deals, Mergers and Acquisitions, regulatory scrutiny
Asset Buyer Not Responsible for Seller’s Pre-Closing Negligence: A California Case
This post looks at a 1999 California Court of Appeals case, Monarch Bay II v. Professional Service Industries Inc., in which a buyer of a soil engineering firm’s assets was found not liable for damages caused by the seller’s pre-closing…
Posted in Uncategorized Tagged with: Acquisition Agreement, appellate court, asset purchase agreement, business interests, buyer, California case, commercial interests, drafting agreements, enforcement, Legal consequences, legal recourse, M&A legal, non-competition agreements, non-solicitation agreements, non-solicitation covenants, nonsolicitation of buyer’s employees and customers, precision, public policy, seller, Strategix v. Infocrossing West
Limiting Buyer Liability in Asset Acquisitions: Lessons from California Law
Delve into the intricate world of M&A liability allocation with our latest blog post. Explore how California law impacts buyer responsibility in asset acquisitions and learn crucial lessons from landmark legal cases. Essential reading for entrepreneurs, CEOs, and industry professionals…
Posted in successor liability Tagged with: asset acquisitions, buyer responsibility, California law, corporate liabilities, Industry Insights, legal implications, Legal Landscape, M&A liability, Mergers and Acquisitions, Monarch Bay II v. Professional Service Industries Inc., product line exception, Purchase agreement, Ray v. Alad Corp., seller negligence
Asset Buyer in Bankruptcy Sale Not Liable for Injuries Caused by Seller’s Defective Product
This post looks at a 1985 9th Circuit case, Nelson v. Tiffany Industries, Inc., in which a buyer of assets from a bankrupt manufacturer was found not liable for injuries caused by a defective product the seller had made before…
Asset Buyer Not Liable for Injuries Caused by Drug Made by the Seller
This post looks at a 1989 California Court of Appeals case, Phillips v. Cooper Laboratories, in which a buyer of a drug manufacturer’s assets was found not liable for injuries caused by a drug the seller had made before the…
Posted in successor liability Tagged with: Asset acquisition, business liability, business strategy, California law, case analysis, due diligence, legal counsel, legal principles, M&A, Mergers and Acquisitions, Phillips v. Cooper Laboratories, product line exception, product manufacturing, Purchase agreements, risk management, successor liability
Asset Buyer Not Responsible for Injuries Caused by a Defective Lathe Made by an Earlier Owner
This post looks at a 1987 California case, Lundell v. Sidney Machine Tool Co., in which an asset buyer was sued for injuries caused by a defective lathe made by the original owner years before the sale. It’s a useful…
Posted in successor liability Tagged with: asset acquisitions, business assets, business liabilities, business litigation, business ownership, California Court of Appeals, Case Study, Corporate Law, corporate succession, Corporate transactions, legal advice, legal implications, Legal intricacies, legal nuances, Legal Precedents, legal quagmire, Legal Risks, Legal Saga, legal strategy, Liability, liability exposure, Lundell v. Sidney Machine Tool Co. (1987), M&A legal, Mergers and Acquisitions, Ray v. Alad Corp., transactional specifics
Asset Buyer May Be Liable for Injuries Caused by the Seller’s Defective Products
This post looks at Ray v. Alad Corp. (1977), the California Supreme Court case that established the “product-line exception” — a doctrine that can make an asset buyer liable for injuries caused by defective products the seller made before the…
Posted in successor liability Tagged with: Asset acquisition, Asset buyer, California Supreme Court, Case Study, defective products, due diligence, Industry Insights, Insurance Coverage, legal doctrine, Legal precedent, Liability, litigation history, M&A, Mergers and Acquisitions, post-closing liabilities, product liability claims, product line exception, Ray v. Alad Corp., Risk mitigation
The Legal Pitfalls of Sale-Leaseback Transactions in California
Delve into the intricate world of M&A legal intricacies with our latest blog post focusing on the legal pitfalls surrounding sale-leaseback transactions in California. Explore the complexities of California business law as we uncover the blurred lines between opportunity and…
Posted in sale leaseback Tagged with: Business Finance, Business Risk Management, California Business Law, Commercial Code Section 1203, Commercial transactions, Contractual Formalities, economic substance, Entrepreneurial Finance, Financial Insight, Financial Regulations, Financial Transparency, Judicial Interpretation, Legal Acumen, Legal compliance, Legal Guidance, legal pitfalls, Legal precedent, M&A legal, Sale-Leaseback Transactions, Usury Rate
Understanding Joint Ventures: A Legal Perspective on Profit Sharing and Usury in California
Explore the legal intricacies of joint ventures in California, delving into profit sharing, usury laws, and the pivotal case of Ambrose v. Alioto. Discover how entrepreneurs and investors navigate shared risks and rewards, forging resilient alliances in pursuit of business…
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