In a bankruptcy asset sale of Sears, the buyer had the option of purchasing the equity of the foreign subsidiaries in the event of problems with a foreign asset transfer. The buyer did and to the surprise of all, the…
Monthly Archives: May 2022
STRATEGIC BUYER REQUIRED TO PAY $40 MILLION EARNOUT FOR TRUCKING COMPANY DESPITE MISSED EBITDA TARGETS
The Delaware Superior Court held that the buyer in purchase agreement’s post-closing operation covenants had breached a covenant to grow target’s fleet of tractor trucks by 60 tractors per year for three years. M&A Stories May 13, 2022 Introduction: Earnout…
Posted in problems with earnouts Tagged with: Delaware Superior Court Ruling, Earnout Structure in Acquisitions, EBITDA Earnout Targets, Integration of Acquired Business, M&A Earnout Disputes, Post-Closing Operation Covenants, Purchase Agreement Ambiguity, Schneider National Carriers v. Kuntz Case, Strategic Buyer Obligations, Trucking Company Acquisition
Recent Posts
- Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
- Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC
- Understanding M&A Asset Buyer Responsibilities for Unassumed Seller Contracts
- Navigating Real Estate Lease Assignments in M&A: A Case Study
- Navigating Earnout Disputes in Mergers & Acquisitions
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- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
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- sick time
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- specific performance
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- structure of transaction
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- third party
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- time of the essence
- timely objection to indemnification claim
- tolling
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- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
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- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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