The certificate of deposit was deposited by the seller with the state of Tennessee to secure its self-insured worker’s compensation program. M&A Stories August 23, 2022 Introduction When acquiring a business’s assets, it’s crucial to accurately document the items being…
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BUYER’S CLAIM DENIED AS SERVICE VENDOR CONTRACT WAS NOT ACQUIRED IN ASSET PURCHASE
Under the asset purchase agreement, the buyer only acquired specifically identified contracts. This did not include the service vendor contract. The result? The buyer’s claim against the service vendor was thrown out of court. M&A Stories August 26, 2021 Introduction:…
Posted in asset purchase, asset purchase agreement, Description of business assets purchased Tagged with: Asset Buyers, asset purchase agreement, Assumed Contracts Schedule, Buyer's Claim Denied, Court Case Analysis, Legal Risks in Acquisitions, Lessons in Asset Purchases, M&A legal blog, Service Vendor Contract, Texas State Court Decision
COURT HOLDS THAT ASSET BUYER HAD RIGHT TO RECORD AND ENFORCE CONSTRUCTION LIEN FOR UNPAID SELLER WORK
The buyer purchased all business assets other than expressly excluded assets, and the construction lien was not described as an excluded asset. M&A Stories August 10, 2021 Introduction: In the world of business sales, asset purchases are common, where the…
Posted in Description of business assets purchased Tagged with: Asset buyer, asset purchase agreement, Business Asset Purchase, Construction Lien, Due Diligence Washington State Appellate Court, Enforcing Construction Lien, Lennar Multifamily Builders v. Saxum Stone, M&A legal blog, Receivable Owed by General Contractor
SPA Fails to Deal with the Cash in the Target
M&A Stories November 26, 2018 A stock buyer and seller ended up in federal court in Puerto Rico over a simple question: did the $1.8 million purchase price include the cash sitting in the company’s bank accounts? The target company…
Posted in book value adjustment, cash and cash equivalents, Description of business assets purchased, net working capital adjustment, stock purchase agreement Tagged with: Asset inclusion in acquisitions, Cash Holdings, Financial metrics in transactions, Gazelle v. MR 314 Fortaleza LLC case, Legal lessons in M&A, M&A Disputes, Post-closing adjustments, Puerto Rico litigation, Purchase price disputes, stock purchase agreement
Dispute Over Certificate of Deposit Ownership After M&A Closing
M&A Stories June 19, 2018 A post-closing dispute between a buyer and seller over a $150,000 certificate of deposit illustrates what happens when asset purchase agreements are drafted carelessly. The deal was structured as an asset purchase. The agreement stated…
Posted in cash and cash equivalents, Description of business assets purchased Tagged with: ambiguity in contracts, asset deal, asset purchase agreement, Bankruptcy court, business law, buyer-seller clash, cash and cash equivalents, certificate of deposit, contract disputes, contract drafting, contract interpretation, court intervention, E.D. Tennessee, excluded assets, In Re HC Liquidation Inc., Legal action, Legal intricacies, M&A, Mergers and Acquisitions, Post-closing disputes, purchased assets
Inventory Accuracy in M&A Deals: Don’t Skip the Count
M&A Stories June 14, 2018 A buyer entered negotiations expecting to acquire $4.7 million worth of inventory. After closing, they had less than half that amount — and no legal recourse. Here’s what happened: the seller provided a 57-page inventory…
Posted in Description of business assets purchased Tagged with: American Welding & Gas, Arc Welding Supply Co., asset purchase agreement, Asset Valuation, Business acquisitions, business growth, business risks, Case Study, Clarity in contracts, Contractual agreements, deal-making, Inventory accuracy, inventory assessment, inventory verification, investment protection, legal diligence, Legal Disputes, Legal lessons, M&A deals, Mergers and Acquisitions, post-closing audits
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