M&A Stories October 2, 2026 The buyer in this case helps large companies manage big organizational changes, such as reorganizing departments, rolling out new ways of working, and getting employees to adopt them. The target helps companies set up and…
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Don’t Let the Independent Accountant Decide if the M&A Buyer Committed Fraud
M&A Stories February 16, 2026 Vincent “Cap” Mona spent his career building Mona Electric Group from one used truck in 1966 into a major electrical contractor. He’d never sold a company before. In 2019, a buyer backed by Oaktree Capital…
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
Sometimes, There Are No Legal Protections to Manage A Risky Earnout: Better to Get More Cash Upfront
June 26, 2019 M&A Stories The Background: In 2013, a seller engaged in providing pharmaceutical products and services to long-term care facilities in New Mexico entered into an asset purchase agreement (APA) with a nationwide pharmacy services provider for institutional…
Posted in earn outs, implied covenant of good faith and fair dealing Tagged with: Asset purchase agreement (APA), bad faith, Breach of contract. Good faith, Buyer's actions, Case reference: Huntingford v. Pharmacy Corporation of America, Customer accounts, Delaware law, Earnout clause, Gross profits, M&A agreements, M&A lawsuit, Seller's Earnout, Strategic buyer
Buyer Misses Merger Deadline, Faces $126 Million Breakup Fee Battle
Explore a legal battle over a $126.5 million reverse breakup fee resulting from a missed merger deadline. Delve into the complexities of M&A agreements and antitrust issues. M&A Stories March 28, 2019 Introduction: In the world of business acquisitions, sellers…
Posted in extension of closing, implied covenant of good faith and fair dealing, merger, reverse termination or breakup fee, termination of M&A agreement, termination or breakup fee Tagged with: antitrust issues, Breakup Fee, Business acquisitions, contract disputes, Delaware Court of Chancery, extension of closing, implied covenant of good faith and fair dealing, M&A, Manfre v May, merger deadline, reverse termination fee
California Implied Covenant of Good Faith Did Not Require M&A Seller to Execute Subordination Agreement
M&A Stories December 13, 2018 A buyer acquired a Palo Alto electro-plating company for $9.3 million. The deal structure included $2 million at closing, a $3.5 million post-closing installment payment in monthly installments until the buyer secured financing, and a…
Posted in implied covenant of good faith and fair dealing, promissory note, subordination Tagged with: Bank Financing, business law, buyer-seller dispute, Court ruling, Debt Subordination, implied covenant of good faith and fair dealing, Key Lessons, Legal case reference, legal insights, M&A dispute, Mergers and Acquisitions, Palo Alto M&A Dispute, Post-Closing Down Payment, purchase price adjustments, stock purchase agreement
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