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…
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Avoiding Liability When Selling Your Fitness Club: Lessons from Mechanicsburg Fitness Case
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
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
Negotiating M&A Deals: Buyer’s Duty in the Spotlight
Explore the complexities of M&A negotiations and the legal implications of buyer’s duty in this informative blog post. Learn from a real-life case reference. M&A Stories May 13, 2019 Introduction: Selling a business involves several stages. A potential buyer typically…
Posted in asset purchase agreement, Duty to negotiate in good faith Tagged with: Acquisition Agreement, asset purchase, business purchase, Business Transactions, Buyer's duty, case reference, CKSJB Holdings, confidentiality agreement, Delaware and California imply a duty of good faith and fair dealing, due diligence, earnout, Good Faith Negotiations, Inc., legal implications, Legal outcome, letter of intent, LLC v. EPAM Systems, M&A negotiations
Buyer Stops Post Closing Payments Because of Seller’s Prior APA Breach
Introduction A buyer of a company often discovers after the closing that he or she overpaid for the business. And many times, it is because the target company did not match up to seller’s purchase agreement representations and warranties. In…
Cash Buyer of Paper Mill Assets Not Liable for Seller’s CERCLA Liability
Explore the legal intricacies of M&A deals involving environmental liabilities. Learn about the concept of de facto mergers and when a cash buyer may or may not be held responsible for a seller’s cleanup obligations. Dive into a real-life case…
Posted in asset purchase agreement, asset seller's liabilities, CERCLA or superfund liability, de facto merger exception, successor liability Tagged with: all cash deal, asset purchase agreement, Buyer's responsibility for cleanup obligations, CERCLA liability, De facto merger in asset deals, Garrett Day LLC v. International Paper Co., M&A environmental liabilities, Ohio federal district court case, Paper mill assets acquisition, Seller's contamination cleanup, Successor liability laws, superfund
Successor Liability in Asset Acquisitions: Protecting Your Business
Explore the complexities of successor liability in M&A asset acquisitions and how to protect your interests. Learn from a real case scenario and key takeaways. M&A Stories April 17, 2019 Introduction: In the world of M&A, asset purchases can be…
Posted in actual knowledge, asset purchase agreement, constructive knowledge, due diligence, inequitable, retaliation, sexual harassment, successor liability Tagged with: asset acquisitions, business protection, case reference, due diligence, indemnification, legal knowledge, legal obligations, M&A, Purchase Price, sexual harassment and retaliation, successor liability
Buyer’s Rights Upheld: How Written Agreements Matter in M&A
Explore a real-life M&A case highlighting the importance of clear agreements. Learn how a buyer’s rights were protected through written agreements. Dive into the world of mergers and acquisitions with this legal blog. M&A Stories April 15, 2019 In the…
Posted in asset purchase agreement, boilerplate provisions, breach of representations and warranties, breach of seller's covenants, deferred closing, representations and warranties, seller's covenants, waiver provision Tagged with: asset purchase agreement, Buyer's rights in M&A, Importance of clear agreements, M&A contracts, M&A documentation, M&A lawsuit, M&A legal case, M&A legal disputes, Nursing home deal, Trodale Holdings LLC v. Bristol Healthcare Investors, Written waivers in M&A
Buyer Halts Payments, Alleges Inaccurate Financials in M&A Deal
Explore a case where a buyer halted payments in an M&A deal due to alleged financial inaccuracies, and learn about offset provisions in purchase agreements. M&A Stories March 29, 2019 Introduction: In the world of mergers and acquisitions, uncertainties loom…
Posted in asset purchase agreement, financial representation and warranty, membership interest purchase agreement, offset or setoff provision, offset right, promissory note, representations and warranties Tagged with: Acquisition Agreements, books and records representation, Borremans v. Gardner, buyer protection, escrow, financial inaccuracies, Legal Case, M&A, Mergers and Acquisitions, New York State Court, offset or setoff provision, Purchase agreement, seller dispute
Lawsuit Over Auto Dealership Franchise Sale: A Closer Look
Explore a legal battle over an auto dealership franchise sale in Pennsylvania. Get insights into the M&A deal, GM’s actions, the court’s decision, and the importance of legal compliance. This case has implications for entrepreneurs, business owners, and lawyers. M&A…
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