Explore a legal case study on environmental liabilities in M&A deals. Learn about the dispute between a stock seller and buyer regarding contamination issues and indemnification. M&A Stories November 29, 2018 In this transaction, a company dealing in industrial combustion…
Monthly Archives: November 2018
Environmental Liability in M&A Deals
Posted in environment representations and warranties, escrow, indemnification, representations and warranties Tagged with: Case Study, Cleanup requirements, Contamination issues, Environmental claims, Environmental liabilities, Environmental regulations, escrow, Hammond Kennedy Whitney & Co. Inc. v. Honeywell International Inc., indemnification, Legal dispute, M&A legal blog, Soil and groundwater contamination, stock purchase agreement
Buyer’s Pursuit of Misrepresentation Damages through D&O Policy
Explore a legal case in M&A where a buyer seeks damages for misrepresentation through their D&O insurance policy. Learn about the complexities and court rulings in this insightful M&A story. M&A Stories November 28, 2018 In this M&A story, we…
Posted in ambiguous exclusion, directors and officers insurance policy, insurance coverage, major shareholders exclusion, stock purchase agreement Tagged with: Ambiguous exclusion clause, Buyer's coverage, Buyer's pursuit, Company acquisition, D&O insurance policy, D&O policy, Delaware law, Delaware litigation, EMCI Acquisition v. RSUI Indemnity Company, Insurance claims, Insurance coverage disputes, Insurance exclusion clause, Legal Disputes, Legal settlement, M&A insurance, M&A litigation, Major shareholders exclusion, Misrepresentation damages, Risk adjustment services, Seller-directors misconduct, Stock purchase negotiation
M&A Deal Lessons: Honesty and Due Diligence Are Key
Learn from a real M&A case involving digital marketing and concessions. Discover the importance of honesty and due diligence in M&A deals. Get insights from the Cinema Scene Marketing & Promotions, Inc. v. Calident Capital, LLC case. M&A Stories November…
Posted in anti-reliance clause, due diligence, extra-contractual fraud, negligent misrepresentation, reliance Tagged with: Antitrust concerns, Cinema Scene Marketing & Promotions case, Competition in M&A, Digital marketing company acquisition, Due diligence importance, Honesty in M&A, Legal dispute resolution, M&A case study, M&A deal lessons, Private equity firm negotiations
Resolving Cash Disputes in M&A: Lessons from a Puerto Rico Case
Explore the challenges of post-closing cash disputes in M&A transactions through the lens of a Puerto Rico case. Gain insights into the importance of comprehensive agreements and learn from the experiences of the parties involved. M&A Stories November 26, 2018…
Posted in book value adjustment, cash and cash equivalents, Description of business assets purchased, net working capital adjustment, stock purchase agreement Tagged with: Asset inclusion in acquisitions, Cash Holdings, Financial metrics in transactions, Gazelle v. MR 314 Fortaleza LLC case, Legal lessons in M&A, M&A Disputes, Post-closing adjustments, Puerto Rico litigation, Purchase price disputes, stock purchase agreement
Employment Agreement Breach: Impact on Non-Compete Enforcement
Explore the consequences of employment agreement breaches in M&A transactions. This blog delves into a case where a company’s failure to uphold an employment contract affected its ability to enforce a non-compete clause. Learn valuable lessons for post-closing integration and…
Posted in covenant not to compete, employment agreement, stock purchase agreement Tagged with: Business acquisitions, Court rulings, Employment agreement breaches, Employment contract disputes, Legal consequences, M&A Transactions, Non-compete enforcement, Post-closing integration, risk management, Strategic negotiations
Allegations of Breach in M&A Deal: Lessons from a $100 Million Case
Explore the intricate post-transaction landscape of M&A through a $100 million case involving an Atlanta-based chemical packaging company. Delve into the details of post-closing commitments, breaches, and legal implications, emphasizing the significance of post-closing covenants. M&A Stories November 21, 2018…
Posted in covenant not to compete, hiring seller's employees, no kickback or bribe rep, nondisclosure agreement, trade secret misappropriation Tagged with: Breach of contract, Business acquisitions, Confidentiality clauses, Delaware lawsuit, Enforceability of covenants, Kickback payment representation, M&A legal case study, M&A litigation, Noncompetition agreements, Post-closing commitments
Legal Lessons from M&A: Navigating Risks in Minority Business Participation Programs
Explore a recent M&A case where a Spanish conglomerate faced post-closure challenges due to federal law violations in a New York-based construction company. Gain insights into the importance of due diligence in navigating risks associated with minority business participation programs…
Posted in due diligence, minority business participation program, no pending government investigations or inquiries, representations and warranties, stock purchase agreement Tagged with: Business Compliance, Construction Industry, Court decisions, due diligence, Federal Law Violations, Government Investigations, Legal action, Legal lessons, M&A, Metropolitan Transit Authority, Minority Business Participation Programs, New York City Department of Environmental Protection, risk management, Schiavone v. Dragados SA, stock purchase agreement, Third Circuit
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