M&A Stories November 13, 2023 Introduction: Auto dealership transactions, especially those involving brands like BMW, Audi, and Porsche, often face complexities, necessitating approval from automakers and state entities. The closing process, typically months after signing the purchase agreement, allows time…
Monthly Archives: November 2023
Resolving M&A Working Capital Disputes: Arbitration vs. Expert Determination
M&A Stories November 12, 2023 Introduction: In M&A, buyers and sellers often adjust the purchase price based on actual working capital at closing. This is particularly true in industries where working capital can fluctuate significantly. Let’s delve into a case…
Posted in book value adjustment, dispute resolution procedure, purchase price, working capital adjustment Tagged with: A.R.S. § 12-341.01, Appellate court ruling, Arbitration vs. Expert Determination, Arizona Attorney’s Fee Statute for Contract Disputes, Arizona M&A Laws, asset purchase agreement, Business Sale Case Study, Case Reference: DMS Companies Inc. v. Hernandez, Commercial Building Remodels and Maintenance, Generally Accepted Accounting Principles (GAAP), Grant Thornton, Legal actions in M&A, M&A Dispute Resolution, M&A Working Capital Disputes, purchase price adjustment, Seller-Buyer Disputes
Get Buyer M&A Oral Promises in the Acquisition Agreement
M&A Stories November 9, 2023 Introduction: In M&A negotiations, promises are often exchanged outside the written agreements, and surprisingly, some of these verbal commitments may hold legal weight. Background: A 2017 case involved two major industrial staffing firms in a…
Posted in problems with oral M&A promises Tagged with: Case Study, Closing transactions simultaneously, Contractual disclaimers, Fraudulent inducement, integration clause, Legal actions in M&A, legal implications, Lessons learned in M&A, M&A controversies, M&A negotiations, Management Registry v. AW Companies, Minnesota law, Oral promises, stock purchase agreement, Written agreements in business deals
Why M&A Sellers Want Expert Determinations for Earnout Disputes Instead of Arbitration
M&A Stories November 8, 2023 Earnout disputes are almost as common as earnouts. Sellers want a qualified forum to resolve such disputes. Often the earnouts are based on revenue, EBITDA, or similar metrics. The calculation of the earnout is a…
Posted in arbitration vs expert determination, problems with earnouts Tagged with: accounting firm, arbitration, asset sale, Buyer-seller disagreement, case reference, court intervention, Earnout disputes, EBITDA thresholds, expert determination, Industrial Services, Legal Actions, M&A Disputes, Sapp v. Indus. Action Services LLC, Third Circuit Court
M&A Post-Closing Business Failures: Navigating Legal Challenges
Explore a real-life case of post-M&A business difficulties and legal actions. Learn how the court determined the dischargeability of debt in the face of a struggling business. M&A Stories November 7, 2023 Introduction: In small M&A transactions, deferred purchase prices…
Posted in personal guaranty Tagged with: Bankruptcy court, Bankruptcy Relief, Business Asset Sales, Business Failures, Chapter 7 Bankruptcy, Deferred Purchase Prices, Dischargeability of Debt, Fraudulent inducement, Good Faith Obligations, In Re Crawford, Legal Challenges, M&A Post-Closing, Non-compliance Intent, Post-Closure Business Issues, promissory note
Navigating M&A Legal Complexities: A Close Look at Trade Secrets
Explore the legal intricacies of M&A trade secrets in this in-depth analysis of a recent case. Discover key findings, implications, and the importance of due diligence. M&A Stories November 5, 2023 Introduction: In a recent legal case, an M&A buyer…
Posted in trade secret misappropriation by former seller employee Tagged with: asset purchase agreement, Buyer's Rights, due diligence, Electronic Files, federal court, Lease Agreements, Legal Case, legal implications, M&A, M&A Transactions, misappropriation, Nebraska, Property Management, Secrecy, Seller's obligations, Trade Secret Act, trade secrets
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