This article explores a critical legal risk in M&A transactions: the “Stale Schedule” problem. Using the 2021 case WPP Group USA, Inc. v. RB/TDM Invs., LLC, it explains how deal delays can turn accurate financial projections into a breach of…
Monthly Archives: December 2025
The “Stale Schedule” Risk: When a Delayed Closing Turns Honest Numbers into a Lawsuit
Posted in disclosure schedule, Problems with seller's projections Tagged with: bring-down provision, deal slippage, delayed closing risk, disclosure schedule updates, financial projections in M&A, gap period liability, lower middle market M&A, M&A breach of contract, M&A legal best practices, M&A litigation, New York Supreme Court M&A cases, pre-closing risk management, private equity sellers, representations and warranties, Seller liability, simultaneous sign and close, speaking date provision, stale disclosure schedules, strategic buyer disputes, WPP Group USA v RB/TDM Investors
Winning the Contract Argument but Losing the War: Why M&A Sellers Must Disclose Customer Losses Even When Not Technically Required
Discover why winning a technical legal argument in M&A can still result in costly litigation. This analysis of the Novolex case explains why lower middle market sellers must disclose material customer losses—specifically regarding purchase orders versus binding contracts—to avoid post-closing disputes, fraud claims, and Representation…
Posted in customer and supplier rep, problems with customers Tagged with: Breach of contract, customer concentration risk, Delaware M&A litigation, disclosure schedules, distribution business M&A., equity purchase agreement, lower middle market M&A, M&A Due Diligence, M&A fraud claims, master vendor agreement, Material Relationships representation, New York Supreme Court M&A decisions, Novolex Holdings LLC v. Illinois Union Ins. Co., post-closing litigation, pre-closing risk management, private target acquisitions, purchase orders vs contracts, representation and warranty insurance, RWI coverage denial, seller disclosure obligations, selling a manufacturing business, stock purchase agreement, strategic buyer disputes, voluntary disclosure strategy
The “Cash Hostage” Squeeze: The Strategic Pivot to a Restricted Setoff
M&A Stories Discover how to prevent the “Cash Hostage” squeeze in lower middle market M&A deals. When buyers refuse a “No Setoff” provision, sellers often surrender control of their deferred payments—but they don’t have to. This post analyzes the 2023…
Posted in offset or setoff provision, restricted offset or setoff Tagged with: asset purchase agreement tips, Breach of contract in M&A, closing leverage, Deferred Purchase Price, Delaware M&A law, Earnout disputes, indemnification and setoff, lower middle market M&A, M&A deal structure, M&A legal strategies for sellers, M&A Risk Management, Post-closing disputes, private company sales, private equity buyer tactics, protecting seller liquidity, restricted setoff vs broad setoff, ring-fencing seller assets, SAT Technology Inc. v. CECO Environmental Corp., self-help remedies in M&A, seller leverage in M&A, seller note protection, setoff clause negotiation, stock purchase agreement negotiation, strategic buyer negotiations, transactional law insights, working capital adjustments
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