M&A Stories February 16, 2026 A $12.6 Million Lesson in Post-Closing Price Adjustments ArchKey Intermediate Holdings Inc. v. Mona (Delaware Court of Chancery, 2023) Vincent “Cap” Mona spent his career building Mona Electric Group from one used truck in 1966…
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Don’t Let the Independent Accountant Decide if the M&A Buyer Committed Fraud
Posted in arbitration vs expert determination, dispute resolution provision, implied covenant of good faith and fair dealing, purchase price adjustment Tagged with: Delaware Court of Chancery, expert determination vs arbitration, implied covenant of good faith and fair dealing, lower middle market M&A, post-closing price adjustment, pre-closing risk management, private equity acquisition, seller advisors, seller protections, stock purchase agreement, working capital adjustment
Navigating M&A Disputes Ensure Your Forum Selection Clause Doesn’t Undermine Arbitration
Discover how unharmonized arbitration clauses with forum selection clauses in M&A agreements create costly litigation. This post analyzes a recent Fifth Circuit case to show lower middle market buyers, sellers, and their advisors how precise pre-closing drafting of these provisions…
Posted in arbitration, dispute resolution provision, problems with forum selection clauses Tagged with: arbitration clause, asset purchase agreement, Business acquisition, contract drafting, contract negotiation, Corporate Law, deal value, dispute resolution, Earnout disputes, FAA, Federal Arbitration Act, Forum selection clause, legal pitfalls, legal risk management, lower middle market M&A, M&A best practices, M&A Disputes, M&A legal, M&A litigation, Odom Industries, pre-closing risks, private target businesses, Sipcam Agro Solutions, transaction advisory, working capital adjustments
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
SELLER FAILS TO ENFORCE ACCOUNTING FIRM RESOLUTION IN EARNOUT DISPUTE
The Delaware federal district court held that the purchase agreement’s requirement to submit earnout dispute to an independent accounting firm did not foreclose resolution of the matter by the court because the agreement’s language was only for expert determination and…
Posted in arbitration vs expert determination, problems with earnouts Tagged with: arbitration clause, Bus Air LLC v. Woods Case, Business Deal Dispute, Clear Contract Language, Delaware Federal District Court, Earnout Calculation, expert determination, Independent Accounting Firm, M&A Dispute Resolution, Purchase Agreement Drafting
Delaware Chancery Court’s Jurisdiction Hinged on Nature of ADR in M&A Dispute
Explore a pivotal M&A case where Delaware Chancery Court’s jurisdiction hinged on ADR nature. Learn how dispute resolution processes impact court access in acquisitions. M&A Stories December 04, 2020 Introduction: In acquisitions, settling the purchase price often involves adjusting the…
Arbitration in Business Acquisitions when Real Estate Involved
Explore the complexities of arbitration in business acquisitions involving real estate. Discover how arbitration clauses may not always prevent disputes from reaching court, as highlighted by the BLW Motors, LLC v. Vicksburg Ford Lincoln Mercury, Inc case. Gain insights into…
Court Denies Buyer’s Request for Injunction in M&A Dispute Due to Absence of Ongoing Arbitration
Read about a recent M&A dispute where a buyer’s request for an injunction was denied due to the absence of ongoing arbitration. Learn how the court’s decision highlights the importance of precise contractual language. Case reference: NUMSP, LLC v. Etienne.…
Posted in arbitration, TRO/preliminary injunction before filing for arbitration Tagged with: arbitration clause, Business acquisition, buyer's request, contractual language, court intervention, injunction denial, Legal Case, Legal dispute, M&A dispute, noncompetition clauses clauses, NUMSP LLC v. Etienne, ongoing arbitration, Preliminary injunction, TRO
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
Court Decides EY Earnout Calculation as Arbitration, Not Expert Determination
Learn about a recent M&A case where a court ruled on the nature of an Ernst & Young earnout calculation, determining it as arbitration rather than expert determination. Get insights into the legal conflict and the court’s ruling. November 19,…
Posted in arbitration vs expert determination, dispute resolution provision, earn out, earn out dispute procedure, earn outs Tagged with: appellate court, arbitration, Court of Appeals of Indiana, dispute resolution, Earnout Calculation, Ernst & Young, expert determination, Inc. v. Mullholand, Indiana engineering business, legal conflict, M&A legal blog, purchase price adjustments, SGS North America, trial court case
Resolving Working Capital Disputes in M&A Agreements
Explore the intricacies of resolving working capital disputes in M&A agreements, with a focus on the case of Agiliance, Inc. v. Resolver Soar, LLC. Learn about the importance of clear dispute resolution language and its impact on M&A transactions. M&A…
Posted in arbitration vs expert determination, dispute resolution provision, purchase price, working capital adjustment Tagged with: Agiliance Inc v Resolver Soar LLC, arbitration, asset purchase agreement, Court's Decision, Delaware Corporation, dispute resolution, Dispute resolution mechanisms, expert determination, Legal Blog, M&A agreements, M&A case study, Net working capital adjustments, Net working capital statement, purchase price adjustment, Working capital disputes
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