The Consent Requirement: Why Your Sale Structure Can Void Key Patent Licenses M&A Stories January 19, 2026 One Question If your company is absorbed by a buyer and ceases to exist, does your most critical patent licenses require the licensors’…
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Due Diligence Gives Buyers the Right to Walk Away from a Bad Deal
This blog post explores the critical role of due diligence in mergers and acquisitions, illustrating how it can empower buyers to withdraw from disadvantageous deals. It recounts a cautionary case involving the purchase of a nutritional supplement company, emphasizing the…
Posted in due diligence, fraud in business sale Tagged with: assessing seller claims, asset acquisition challenges, business sale litigation, buyer protection strategies, buyer's option to walk away, Buyer's rights in M&A, case studies in M&A, fraud defense in M&A, independent testing in mergers, legal aspects of acquisitions, Legal disputes in M&A, M&A Due Diligence, nutritional supplement industry acquisitions, protein content discrepancies, recent M&A legal cases, valuation in mergers and acquisitions
SIMPLIFYING LEGAL M&A RISK WHEN BUYING INTELLECTUAL PROPERTY
The buyer purchased copyrights to albums that were previously subject to an oral deal with a record company, only to discover that buyer only purchased 50% of the copyright rights to the recordings M&A Stories August 23, 2021 Introduction: Acquiring…
Posted in co-author, copyrights, due diligence, oral copyright agreement Tagged with: Co-Ownership of Copyrights, Copyright Disputes, Copyright Ownership, Intangible Assets in M&A, Intellectual Property (IP) Acquisition, Intellectual Property Lawyers, Legal Risks in M&A, Mergers and Acquisitions (M&A), Oral Agreements in Business, Written Agreements in Business
How Tax Due Diligence Benefits Buyers in Stock Acquisitions
Explore the significance of tax due diligence in stock acquisitions to avoid unexpected tax liabilities and legal disputes. Learn from a real case scenario where a buyer faced post-closing tax debts and legal battles due to inadequate tax assessment. “Trust,…
Posted in due diligence, tax Tagged with: business equity, business liabilities, business purchase, buyer, Case Study, Legal battles, Legal Disputes, legal expenses, M&A, pre-closing taxes, seller, stock acquisitions, tax assessment, tax debts, tax due diligence, tax fraud, tax issues, tax liabilities, tax obligations, tax responsibilities, unpaid taxes
Buyer Cannot Sue Seller for Withholding Pending Customer Loss Information
Explore a case study in M&A where the buyer’s inability to sue the seller is examined due to contractual limitations on claims beyond representations and warranties. M&A Stories December 10, 2020 Introduction: When considering the purchase of a business, it’s…
Posted in contracts, due diligence, extra-contractual fraud, fraud in business sale, non-reliance clause Tagged with: asset purchase agreement, Business acquisition, Business Transactions, buyer-seller dispute, contractual limitations, contractual representations, Delaware law, due diligence, fraud, Humana contracts, Legal action, loss of major customer, M&A legal case study
Buyer’s Bankruptcy Resulting from Trademark Dispute in M&A Deal
Learn from a cautionary tale of bankruptcy resulting from a trademark dispute in an M&A deal. Understand the importance of addressing trademark conflicts before acquisition and the role of legal advice. M&A Stories December 08, 2020 Introduction: When considering the…
Business Buyer’s Suit Against Seller is Hampered by Missing Due Diligence Binder
Learn about a crucial M&A case involving a buyer’s lawsuit against a seller due to missing due diligence binder. Explore the legal implications and lessons from Cardinal v. Lupo. October 29, 2019 Introduction: Purchasing a company involves legal risks, and…
Buyer Might Pay Double for Seller’s Assets Due to Financing Statement
Learn about the legal risks associated with acquiring assets that are used as collateral for a seller’s loan in M&A deals. This blog post discusses a real case and offers insights on conducting UCC searches to avoid costly mistakes. October…
Avoiding Liability When Selling Your Fitness Club: Lessons from Mechanicsburg Fitness Case
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…
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
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