Explore the legal intricacies of safeguarding goodwill in M&A transactions through a real-life tale of a key employee facing restrictive covenants in the acquisition of 29 franchised auto service stores. Delve into the legal battle, court decisions, and the implications…
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Safeguarding Goodwill in M&A: Navigating Georgia’s Restrictive Covenant Act
Posted in restrictive post-closing covenants Tagged with: Asset acquisition, Baldwin v. Express Oil Change LLC, Business negotiations post-acquisition, Corporate-owned stores, Court decisions on restrictive covenants, Employment law in M&A, Franchised auto service stores, Georgia Restrictive Covenant Act, goodwill protection, Key employee compensation, Legal battles in M&A, Legal scrutiny of reasonableness, M&A legal blog, Noncompetition agreements, Restrictive covenants in acquisitions
Mitigating M&A Risks: Insights on Navigating Buyer Stock, Foreign Exchanges, and Legal Pitfalls
Explore the complexities of M&A transactions with a focus on mitigating risks related to buyer stock, foreign exchanges, and legal pitfalls. Gain insights from a real-life case involving a Canadian corporation acquiring a business in Mesa and Scottsdale, and learn…
Posted in Uncategorized Tagged with: appellate court, Arizona state trial court, Buyer Stock, Canadian Securities Exchange, federal securities law exemption, foreign exchanges, Fraud allegations, legal pitfalls, M&A Risks, post-closure challenges, post-closure surprises, Purchase Price, securities law exemptions, securities lawyer, U.S. securities laws, Whitestar Solutions LLC v. Medmen Enterprises Inc.
M&A Insights: The Challenge of Collecting $10 Million From a Guarantor
Explore the complexities of collecting a $10 million promissory note from a guarantor in the aftermath of legal troubles. Gain insights from the Eli Global, LLC v. Cieutat case, highlighting the risks and impact on M&A deals. M&A Stories December…
Posted in Problems with Deferred Purchase Price Tagged with: Alabama Supreme Court, Business Sale, Business Transfer, Eli Global LLC v. Cieutat, Financial Downturn, Founder, Guarantor, legal proceedings, Litigation, M&A, merger and acquisition, Private equity firm, promissory note, Purchase Price, risk management
M&A Seller’s $17M Earnout Dispute: Lessons from a Healthcare Tech Acquisition
Explore the intricacies of a healthcare tech acquisition with a $17 million earnout dispute. Gain insights into the importance of due diligence, clear terms, and transparency in M&A transactions. Learn from the legal actions, key findings, and implications for both…
Posted in problems with earnouts Tagged with: Anti-reliance Clauses, Breach of contract, Buyer's Duty to Disclose, Buyer's Motion to Dismiss, due diligence, earnout dispute, Fraud allegations, Healthcare Tech Acquisition, Legal actions in M&A, M&A, M&A Case Reference, Post-sale Performance, Sales Benchmarks, Seller Lawsuit, transparency in M&A
Resolving M&A Working Capital Disputes: Arbitration vs. Expert Determination
Explore a real case from 2021 involving the sale of a Phoenix-based commercial building remodels and maintenance business for $3.8 million. Delve into the controversy, legal actions, key findings, and implications of the case, providing insights into the dynamic world…
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
Enforcing Oral M&A Promises: A Cautionary Tale
Explore the legal implications of verbal commitments in M&A negotiations through a real-life case study. Learn from the Management Registry, Inc. v. AW Companies, Inc. case and understand the importance of documenting promises in formal agreements to avoid potential legal…
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
Navigating Earnout Disputes: Expert Determination vs. Arbitration
Explore a real M&A case (Sapp v. Indus. Action Services, LLC) involving earnout disputes and the legal battle between expert determination and arbitration. Learn the key findings, implications, and the court’s role in resolving EBITDA threshold disagreements. M&A Stories November…
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
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