M&A Stories May 17, 2019 Introduction: Purchasing a division from a seller, known as a divestiture, comes with its unique set of risks. Assessing the financial health of a standalone business is relatively straightforward, but when it comes to divisions,…
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Buyer of Chemical Division Sues Seller for Understating Allocation of Company-Wide Costs
Posted in divestitures, due diligence, quality of earnings assessment Tagged with: Administrative costs allocation, Buyer vs. Seller lawsuit, Chemical division acquisition, Cost discrepancies in M&A, Divestiture risks, Financial health assessment, M&A cost allocation, Main Market Partners v. Olon Ricerca Bioscience LLC, Middle-market acquisitions, Ohio federal district court, Post-acquisition performance, Pro Forma income statements, Quality of earnings assessment, Support group costs dispute
Recent Posts
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- Why Every M&A Earnout Deal Needs a Buyer Efforts Clause — Even with Strong Buyer Covenants
- M&A Seller Deadlines Nobody’s Watching: Earnout Calculations, Indemnification, and Escrow Claims
- Delaware’s Implied Covenant of Good Faith and Fair Dealing Can’t Save $400 Million Regulatory Earnout Milestone When Government Changed Approval Pathway
- What Your Anti-Reliance Clause Cannot Do
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- Put buy infrastructure promises in writing
- quality of earnings assessment
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- reasonably equivalent value
- receipt of buyer equity – seller protections
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- representation and warranty about customers
- representations and warranties
- rescission
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- retained business carveout
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- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
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- risk of post closing payments
- robust buyer litigation warranty in earnout deal
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- royalty
- S corporation
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
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- substantially all assets
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- tangible net worth
- target's stock options
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- time of the essence
- timely objection to indemnification claim
- tolling
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- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
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- transferee liability for taxes IRC Section 6901
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- typo or scriverner's error
- UCC search
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- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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