Explore a post-closing dispute in mergers and acquisitions (M&A) involving an earnout disagreement related to EBITDA. Learn about a case that highlights the complexities of earnout arrangements and potential legal challenges. June 18, 2019 M&A Stories Introduction: In this mergers…
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Lawsuit Over EBITDA Earnout Dispute
Posted in bad faith, corporate overhead, de facto merger exception, earn outs, EBITDA Tagged with: asset purchase agreement, corporate overhead, earnout disagreements, EBITDA earnout dispute, fair dealing, Good faith, income expectations, legal challenges in M&A, M&A Disputes, M&A lawsuit, Miranda v. US Security Associates, Post-Closing Dispute
Clarifying SaaS Business M&A Deal: Understanding the Fine Print
Explore the intricacies of a recent M&A case involving the sale of a cloud-based SaaS business. Dive into the details of the deal, including purchase price, royalties, and the legal battle that ensued. June 17, 2019 M&A Stories Introduction: In…
Posted in purchase price, royalty Tagged with: asset purchase agreement, Blue Rooster LLC v. Perficient, cloud-based software, consulting services, Contract Obligations, court verdict, deal intricacies, Inc., intranet portal components, legal battle, M&A, Mergers and Acquisitions, Microsoft SharePoint, product license fees, Professional Fees, Purchase Price, royalties, SaaS, software as a service, subscription revenue, systems integration
M&A Integration Provision and Exclusive Remedy Clause: How They Impact Seller Claims
Explore the crucial role of the APA Integration Provision and Exclusive Remedy Clause in a recent M&A case involving a Denver-based seller and a Houston-based buyer. Discover key allegations, the seller’s claim, the court’s decision, and the legal obstacles faced…
Posted in earn out, economic loss doctrine, exclusive remedy, integration clause Tagged with: Asset purchase agreement (APA), Business Closure, Case Reference: In Re Allonhill, Colorado Choice of Law, Contractual Remedies, Court's Decision, Denver-Based Seller, Earnout Payments, economic loss rule, Exclusive Remedy Clause, Houston-Based Buyer, integration clause, legal challenges in M&A, Legal Provisions in M&A, LLC, M&A Integration Provision, M&A legal blog, Material Misrepresentations, Negligent Misrepresentation, Seller Claims, Tort Liability
Ambiguous Payment Provision Sparks Legal Dispute
Explore the pitfalls of unclear purchase money note adjustment provisions in M&A agreements through the Bloom Master Inc. v. Bloom Master LLC. case. Learn how to avoid disputes with these M&A agreement recommendations. June 9, 2019 M&A Stories Introduction: In…
Posted in agreement to agree is unenforceable, note payment amount adjustment, promissory note, purchase price, purchase price adjustment Tagged with: agreement to agree, Ambiguity in agreements, Annual interest rate, Asset deal dispute, Bloom Master case analysis, Bloom Master Inc. v. Bloom Master LLC., Clarity in contracts, Contract adjustment, Contract clarity, Contract dispute resolution, Expected sales numbers, Legal disputes in M&A, Legal lessons, M&A agreement terms, M&A contract recommendations, M&A litigation, Note payment provisions, Purchase money note, Purchase money note adjustment, Sales expectations
Indiana APA Choice of Law and Product Liability: What You Need to Know
Explore the legal implications of choice of law provisions in M&A deals and their impact on product liability, with insights from a significant case. Learn how choice of law can affect buyer responsibilities in asset purchase agreements. June 7, 2019…
Posted in choice of law provision, product line exception, successor liability Tagged with: asset purchase agreement, buyer responsibilities, California product line exception, Case reference: In Re New York City Asbestos Litigation, Choice of law provisions, contractual disputes, Indiana choice of law, Legal intricacies in M&A, M&A legal implications, New York state court lawsuit, Product liability in M&A, Successor liability laws
Avoiding Liability When Selling Your Fitness Club: Lessons from Mechanicsburg Fitness Case
Learn from the legal battle of a Pennsylvania-based Gold’s Gym and how poorly drafted contracts led to post-sale litigation. Discover key takeaways for selling your business without facing similar issues. M&A Stories June 5, 2019 Introduction: Selling your company can…
Posted in asset purchase agreement, assignment of contracts, contracts, due diligence Tagged with: asset sale, assignment of contracts; due diligence of contracts, Business Sale, contract drafting, contractual provisions, fitness club, Gold's Gym, Legal Blog, Liability, M&A, Mechanicsburg Fitness, negotiations, personal trainers, post-closing liabilities, Stock sale
Buyer Sues Sellers for Unjust Enrichment Based Upon Target CEO Fraud
Introduction The seller of a business often gets the buyer to agree to limit the amount of buyer claims against the seller for breaches of the contract; whether it is an asset purchase, stock purchase, or merger agreement. And the…
Posted in fraud, rescission, unjust enrichment Tagged with: fraud, M&A, merger agreement, rescission, unjust enrichment
Seller’s Indemnification Cap Dispute: What Entrepreneurs and Investors Should Know
Explore the intricacies of indemnification caps in M&A deals. Learn about a real case involving a private equity firm, a $2.25 million dispute, and the importance of clarity in asset purchase agreements. M&A Stories May 21, 2019 Introduction: In the…
Posted in asset purchase agreement, excluded or retained liabilites, indemnification cap, post closing covenants Tagged with: asset purchase agreement, Asset purchase agreements, business litigation, Buyer-seller disputes, Contaminated chemical inventory, Entrepreneurial insights, excluded liabilities, indemnification cap, Indemnification caps, indemnification for covenant breaches, Indemnification for representation and warranty breaches, Legal clarity in contracts, Legal counsel in M&A, M&A best practices, M&A case study, M&A legal dispute, Main Market Partners v. Olon Ricerca Bioscience, post closing covenants, Private equity in M&A, retained liabilities
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