Delaware Court of Chancery holds that the seller subsidiary, a party to a take-or-pay supply agreement with the target, is subject to the stock purchase agreement Delaware forum selection clause, even though it was not a party to the SPA.…
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DELAWARE FORUM SELECTION CLAUSE BINDS SELLER SUBSIDIARY IN ACQUISITION DISPUTE
Posted in enforce against nonparty, forum selection clause Tagged with: Acquisition dispute. Seller subsidiary, Delaware Court of Chancery, Delaware court ruling, Delaware jurisdiction, Florida Chemical Company v. Flotek Industries, Forum selection clause, M&A legal blog, stock purchase agreement, Take-or-pay supply agreement
DELAWARE SUPREME COURT REVERSES $82 MILLION FRAUD AWARD IN M&A CASE
“I meant what I said, and I said what I meant.” Delaware high court holds that stock purchase agreement indemnification fraud carveout was limited to deliberate fraud, not recklessness. M&A Stories August 02, 2021 Introduction: In a recent M&A (Mergers…
Posted in deliberate fraud carveout, exclusive remedy, fraud carveout Tagged with: Delaware High Court, Delaware Supreme Court, Due Diligence Concerns, Express Scripts v. Bracket Holdings, Fraud Carveout, Legal Disputes, M&A Fraud, Pharmaceutical Research and Development, Recklessness Not “Deliberate Fraud”, Reversal of Fraud Award, stock purchase agreement
Enforcing an Oral Side Deal in M&A: A Case Study
Explore a real-world case study of the legal complexities surrounding oral side deals in mergers and acquisitions (M&A). Learn about the risks, challenges, and key legal points from a business seller’s perspective. August 12, 2020 Introduction: In mergers and acquisitions,…
Posted in 351 M&A transactions, boot, handshake redemption obligation, integration clause, nonqualified preferred stock, parol evidence rule Tagged with: 2007 tax year penalties, business acquisition challenges, California Court of Appeals, integration clause, Kanno v. Marwit Capital Partners II, Legal Risks, LP, M&A legal case study, oral side deal enforcement, parol evidence rule, tax fraud risks, tax implications
Buyer’s Right to Sue Sellers for $9 Million in Pre and Post-Sales Tax Liabilities in M&A Deal
Explore a case study where a buyer’s right to sue sellers for $9 million in pre and post-sales tax liabilities was examined in an M&A deal. Learn about the legal arguments, court decisions, and the implications for similar situations. July…
Posted in fraud carveout, post-closing sales tax, pre-closing sales tax, sales tax risk Tagged with: buyer's right to sue sellers, Court decision, escrow funds, fraud exception, indemnification, Legal dispute, M&A deal, post-closing period, sales tax liabilities, tax audit, tax representations, warranty breach
Federal Court Decides Arbitration for Purchase Price Dispute in M&A Deal
Explore a recent case involving a stock acquisition where a federal court determines jurisdiction and resolves post-closing calculation disputes through arbitration. Learn how the court’s decision impacts M&A agreements. Case reference: FNB Corporation v. Mariner Royal Holdings, LLC. May 24,…
Posted in arbitration vs expert determination, dispute resolution provision, forum selection clause, purchase price adjustment Tagged with: arbitration, Delaware Court of Chancery, dispute resolution, expert determination, federal court, FNB Corporation v. Mariner Royal Holdings, jurisdiction, LLC, M&A legal blog, post-closing calculations, purchase price dispute, stock acquisition
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