Monthly Archives: October 2020

Buyer of Manufacturer’s Assets Has No Liability for Product Sold Before Closing

M&A Stories October 28, 2020 Introduction Management of product liability risk when buying a company is always an issue, even in an asset acquisition. Especially, if there is a history of seller products liability claims. The deal This deal involved

Posted in sale of product line, successor liability Tagged with: ,

Expert Can Testify That GM Was Unreasonable in Disapproving Dealership Sale

M&A Stories October 20, 2020 Introduction Selling your franchise business usually requires the consent of the franchisor, whether you own a Subway franchise or an auto dealership. However, state law generally requires the franchisor to be reasonable in this approval

Posted in approval of franchisor, denial of consent must be reasonable, franchise sale Tagged with: ,

Business Buyer Fails To Make Timely Purchase Payment and Loses Deal

M&A Stories October 16, 2020 Introduction Business people often agree upon the terms of an acquisition in an atmosphere of goodwill. The details of the documentation are left to their inside and outside professional advisers. This friendly relationship is helpful

Posted in failure to make timely purchase price payment, rescission Tagged with: ,

Business Buyer’s Set-off Provision Did Not Apply to Unliquidated Indemnity Claims

M&A Stories October 14, 2020 Introduction The buyer of a business is always concerned about the risk that the target business is not as advertised. One risk management tool is to defer payment of some of the payments to the

Posted in offset or setoff provision, unliquidated or disputed claim Tagged with: ,

EBITDA Purchase Price Adjustment Provision Center Stage of $4.4 Million Fight

M&A Stories October 9, 2020 Introduction Many acquisitions are priced based upon EBITDA. Often the purchase price is adjusted after the closing based upon some agreed upon formula such as EBITDA. The deal This deal was a sale of the

Posted in determination of purchase price adjustment, EBITDA, purchase price adjustment Tagged with: , ,

Buyer Risk for Unpaid PPP Loan in M&A Transaction

M&A Development October 6, 2020 Introduction Unpaid PPP loans add a new risk for the buyer and seller of a business. The Small Business Administration published guidance on this M&A risk on October 2, 2020. Following the SBA guidance is

Posted in deferred closing, governmental approval, PPP loan, SBA approval re PPP loan Tagged with: ,

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