Explore a case study where a fraud carve-out provision played a crucial role in protecting a buyer’s interests in an M&A deal. Learn about the legal intricacies surrounding employee non-solicitation claims and exclusive remedy provisions. October 19, 2019 Introduction: Many…
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How a Fraud Carve-Out Protected a Buyer’s Employee Non-Solicitation Claim in an M&A Deal
Posted in boilerplate provisions, fraud carveout, hiring seller's employees, nonsolicitation of employees and customers Tagged with: asset purchase agreement, Breach of Covenant, Business acquisition, case reference, Employee Non-solicitation, exclusive remedy, fraud carve out, indemnification, Legal dispute, M&A, merger and acquisition, nonsolicitation covenant, Sacramento Federal Court, Trampoline Park
Employee Raiding Lawsuit: Buyer vs. Seller Employee
Explore a real case where a buyer sued a seller’s key employee over employee departures after an acquisition. Learn about the legal implications and strategies to mitigate such risks in M&A deals. October 16, 2019 Introduction: In acquisitions, a company’s…
Posted in employment agreement, hiring seller's employees, key employees of target, nonsolicitation of employees and customers, stay bonus Tagged with: Acquisition risks, asset purchase agreement, Buyer vs. seller employee, Employee raiding lawsuit, Employment agreement, Fiduciary duties, Key employee departure, M&A legal case, M&A litigation, pied piper rule, Risk mitigation strategy
Allegations of Breach in M&A Deal: Lessons from a $100 Million Case
M&A Stories November 21, 2018 Post-closing covenants are not mere formalities. A Delaware Chancery Court case involving the $100 million sale of an Atlanta-based chemical packaging company illustrates exactly what is at stake when sellers treat them that way. The…
Posted in covenant not to compete, hiring seller's employees, no kickback or bribe rep, nondisclosure agreement, trade secret misappropriation Tagged with: Breach of contract, Business acquisitions, Confidentiality clauses, Delaware lawsuit, Enforceability of covenants, Kickback payment representation, M&A legal case study, M&A litigation, Noncompetition agreements, Post-closing commitments
Dispute Over Severance Payments: A Lesson in Clear Contract Language
M&A Stories September 15, 2018 When Perrigo Company sold its over-the-counter pharmaceutical business to International Vitamin Corporation, the asset purchase agreement required the buyer to reimburse the seller for severance payments made to terminated employees. After the August 5, 2016,…
Posted in hiring seller's employees, overly complicated language in contract Tagged with: asset purchase agreement, Business sale conflicts, Clear Contract Language, Complex agreements, International Vitamin Corporation, Legal battle in Delaware, Lessons in contract clarity, M&A legal dispute, Perrigo Company, Severance payments
Asset Buyer Not Liable for Race Discrimination Claim in Employee Hiring Dispute
M&A Stories May 25, 2018 The Case In Mance v. Owings Mills Autos, LLC (D. Md., April 19, 2018), a car dealership buyer acquired the seller’s assets and chose not to hire Tim, a manager at the seller’s dealership. Tim…
Posted in hiring seller's employees, third party beneficiary clause Tagged with: Asset acquisition, Asset buyer obligations, Asset purchase agreement (APA), Business acquisitions, buyer liabilities, Corporate governance, Corporate Law, Corporate transactions, Employee rights, Employment disputes, Employment transition, Legal Liabilities, legal nuances, legal principles, M&A legal, Mance v. Owings Mills Autos LLC, Merger legalities, Race discrimination, Seller expectations, Third-party beneficiary clause
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