Explore the intriguing case of a Texas car dealership empire and the legal battle that ensued over a controversial stock issuance. Learn valuable lessons in fair dealing and corporate governance. September 26, 2019 M&A Stories Introduction: In the world of…
Monthly Archives: September 2019
A Costly Lesson: Simplifying M&A Price Adjustments
Explore a real-life M&A case involving a dispute over purchase price adjustments and the importance of streamlining this process. Learn how specifying the accounting firm in the APA could have saved time, stress, and money. September 20, 2019 M&A Stories…
Posted in dispute resolution procedure, purchase price, working capital adjustment Tagged with: accounting firm, APA, appellate court, Asset acquisition, Business acquisitions, contract manufacturing, industrial fabrication, installation services, legal battle, M&A price adjustments, Mergers and Acquisitions, Pennsylvania trial courts, purchase price adjustment mechanism, working capital adjustments
7th Circuit Decision on Superfund Allocation in Business Purchase
Explore a pivotal legal case where a buyer acquired an environmentally contaminated steel mill and sought to recover cleanup expenses under CERCLA. Discover the court’s decision and its implications for M&A deals with environmental liabilities. September 13, 2019 M&A Stories…
Posted in CERCLA or superfund liability, successor liability Tagged with: 7th Circuit Court of Appeals, business purchase, CERCLA, Cleanup expenses, Environmental liabilities, Environmental pollution, Indiana federal district court, Legal dispute resolution, Legal precedent, liability allocation, M&A legal blog, Pollution cleanup, Steel mill acquisition, Superfund allocation, Valbruna Slater Steel Corporation v. Joslyn Manufacturing Company
Forum Selection Clauses Can’t Override State Public Policy: The 9th Circuit Weighs In
September 11, 2019 M&A Stories An Idaho district court enforced an M&A Delaware forum selection clause and dismissed Idaho based seller’s case. The seller appealed. The 9th Circuit reversed. What the 9th Circuit Held The court ruled the Delaware forum…
Posted in contravene strong state public policy, forum non conveniens doctrine, forum selection clause Tagged with: 9th Circuit Court of Appeals, asset purchase agreement, Delaware forum selection clause, enforceability, federal circuits, Gemini Technologies, Idaho law, Inc. v. Smith & Wesson Corp., legal battle, M&A, public policy
Buyer’s Rights to Offset Environmental Legal Costs in M&A Deals
September 9, 2019 M&A Stories Introduction: Buyers in mergers and acquisitions (M&A) deals often appreciate offset rights, which allow them to deduct losses incurred due to the seller’s responsibilities from payments they owe the seller. In this case, the buyer…
Posted in environmental, indemnification, offset or setoff provision Tagged with: Asset purchase agreement (APA), Buyer's offset rights, California environmental litigation, Chrome plating business, Delaware Superior Court, Environmental legal costs, Legal challenge in M&A, M&A offset rights, Post-closing contamination, Seller indemnification, setoff rights
Extending Contractual Timeframes in M&A Deals Under Delaware Law
September 6, 2019 M&A Stories Introduction: In the world of mergers and acquisitions (M&A), it’s customary to define specific survival periods for indemnification claims. These periods are often paused while a claim is pending. However, it’s important to note that,…
Posted in extension by contract in Delaware, indemnification, statute of limitations, survival of reps and warranties, tolling Tagged with: 10 Del. Code § 8106(c), contract claims, contractual timeframes, Delaware Court of Chancery, Indemnification claims, intellectual property representation, Kilcullen v. Spectro Scientific, Legal battles, M&A agreements, M&A Delaware law, statute of limitations, survival periods, tolling
Buyer Prevails in Successor Liability Dispute with Union After Asset Purchase
Explore the legal battle between a buyer and a seller’s union in this M&A case. Learn about the dispute, key legal arguments, and the importance of due diligence in asset purchases. September 4, 2019 M&A Stories Introduction: In this ongoing…
Posted in actual knowledge, constructive knowledge, successor liability, union liabilities Tagged with: asset purchase agreement, BAC Local Union 15 Welfare Fund v. Williams Restoration Company, Business asset sale, Buyer and seller union, Buyer's intent, Due Diligence in Acquisitions, Employee health insurance, Federal common law, Legal action in Kansas federal district court, M&A legal case, Successor liability dispute, Union contract, unpaid union contributions
Earnout Dispute: Lessons for Business Sellers
Explore the case of a Texas-based seller’s earnout dispute and the consequences of failing to verify earnout calculations. Learn valuable lessons for business sellers in M&A deals September 3, 2019 M&A Stories Introduction: When buying or selling a business, disagreements…
Posted in earn out, earn out dispute procedure, economic loss doctrine, fraud in business sale, fraud in the inducement exception Tagged with: business seller lessons, Delaware Federal District Court, dispute resolution, Earnout Calculation, earnout statements, economic loss doctrine, environmental management services, fraud claims, M&A earnout dispute, Richie v. Hillstone Environmental Partners, Texas seller
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