M&A Stories February 10, 2026 In lower middle market acquisitions, escrow provisions often create an unintended vulnerability for sellers. Purchase agreements typically impose different time limits depending on how the buyer seeks recovery for pre-closing tax liabilities. The buyer generally…
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M&A Stories – The Escrow Timing Trap: Restricting Tax Claims to Actual Assessments
Posted in escrow, only assessed taxes, sales tax Tagged with: Business Sale, deal structure, Delaware Court of Chancery, escrow, escrow holdback, escrow provisions, escrow release, indemnification, lower middle market, M&A, M&A Disputes, Mergers and Acquisitions, Private Equity, Purchase agreement, Seller Protection, tax assessments, tax claims, Tax indemnity, tax representations, transaction documents
Extending Time for Indemnification Claims in M&A Deals: “No Harm No Foul”
Discover how a buyer’s indemnification claim was excused despite missing the time limit in an M&A deal. Learn about the Schillinger Genetics, Inc. v. Benson Hill Seeds, Inc. case and lessons on navigating indemnification claims in mergers and acquisitions. M&A…
Posted in escrow, excuse for untimely indemnification claim, indemnification Tagged with: 'No Harm No Foul', buyer's claim, compensation rules, Delaware Court of Chancery, escrow funds, grace period for indemnification claims, Indemnification claims, Legal Disputes, M&A deals, Schillinger Genetics v. Benson Hill Seeds, time limit extension
Ensuring Payment of Foreign Taxes in M&A Escrow: Lessons from a Legal Case
Explore a legal case that highlights the importance of addressing foreign tax liabilities in M&A deals. Learn from an $80 million acquisition where inadequate management of escrow arrangements led to a dispute over unpaid Mexican income taxes. Wednesday, July 1,…
Posted in escrow, foreign income tax Tagged with: Acquisition, Buyer's Interests, Case Study, comprehensive escrow agreement, escrow arrangement, escrow funds, foreign taxes, Legal Case, Legal dispute, Lessons learned, M&A, Mexican income tax, Mexican subsidiaries, New York State Court, post-closing period, Publications Intl. v. Phoenix Intl. Publs., statute of limitations, tax liabilities
M&A Buyer’s Environmental Indemnity Claim Survives Summary Judgment Motion
M&A Stories November 29, 2018 In 2007, a company dealing in industrial combustion controls — burners, gas valves, and related systems — was sold via stock purchase agreement. The deal included a substantial escrow for indemnification purposes. Among the company’s…
Posted in environment representations and warranties, escrow, indemnification, representations and warranties Tagged with: Case Study, Cleanup requirements, Contamination issues, Environmental claims, Environmental liabilities, Environmental regulations, escrow, Hammond Kennedy Whitney & Co. Inc. v. Honeywell International Inc., indemnification, Legal dispute, M&A legal blog, Soil and groundwater contamination, stock purchase agreement
Buyer Failure to Notify M&A Seller of Its Indemnification Claim Cost It $6 Million
M&A Stories October 17, 2018 A $6 million escrow loss came down to one procedural misstep: the buyer never sent written notice to the seller. The deal involved a 2013 negotiation between a buyer and seller of consumer debt accounts…
Posted in escrow, fraud in business sale, notice provision, reliance Tagged with: Buyer's misstep, Court decision on escrow, Escrow agreement procedures, Legal dispute resolution, M&A Case, M&A transaction lessons, Notice procedures in M&A, PR Acquisitions LLC v. Midland Funding LLC, Purchase agreement indemnification, Release of escrow funds
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