M&A Stories January 2, 2026 When you are close to finalizing a business sale, any sudden change to the payment structure is a message from the buyer. In a Delaware Court of Chancery case, a seller had developed a niche…
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Winning the Contract Argument but Losing the War: Why M&A Sellers Must Disclose Customer Losses Even When Not Technically Required
Discover why winning a technical legal argument in M&A can still result in costly litigation. This analysis of the Novolex case explains why lower middle market sellers must disclose material customer losses—specifically regarding purchase orders versus binding contracts—to avoid post-closing disputes, fraud claims, and Representation…
Posted in customer and supplier rep, problems with customers Tagged with: Breach of contract, customer concentration risk, Delaware M&A litigation, disclosure schedules, distribution business M&A., equity purchase agreement, lower middle market M&A, M&A Due Diligence, M&A fraud claims, master vendor agreement, Material Relationships representation, New York Supreme Court M&A decisions, Novolex Holdings LLC v. Illinois Union Ins. Co., post-closing litigation, pre-closing risk management, private target acquisitions, purchase orders vs contracts, representation and warranty insurance, RWI coverage denial, seller disclosure obligations, selling a manufacturing business, stock purchase agreement, strategic buyer disputes, voluntary disclosure strategy
Customer Due Diligence: Mitigating Concentration Risk in Lower Middle Market M&A
Customer concentration risk in M&A demands scrutiny. Learn how deep due diligence can prevent costly fraud claims and litigation in lower middle market acquisitions, drawing lessons from a recent Delaware case. M&A Stories May 28, 2025 Acquiring a business with…
Posted in customer due diligence, problems with customers Tagged with: accounts receivable analysis, Business acquisition, CRM system review, customer concentration, customer contract review, customer due diligence, deal negotiation, Delaware M&A law, due diligence, Financial Due Diligence, fraud claims, internal communications review, lost customers, lower middle market M&A, M&A, M&A best practices, M&A litigation, M&A risk mitigation, Mergers and Acquisitions, Post-closing disputes, pre-closing due diligence, private company acquisition, revenue concentration risk, technology advisory business., undisclosed contractual commitments
Unveiling Post-Merger Changes: Navigating Customer Disclosures in M&A Deals
Explore the intricacies of customer disclosures in M&A transactions through a case study of a 2013 acquisition in Maryland’s cellular phone market. Learn from the pitfalls of insufficient transparency and the legal consequences that followed. Gain insights into FCC approval…
Posted in problems with customers Tagged with: appellate court, AT&T Inc., Case Study, CDMA network, cellular phone market, communication strategies, Cricket Wireless, customer disclosures, deceptive trade practices, FCC approval process, GSM network, Legal consequences, LTE, M&A, M&A Lessons, Maryland, Mergers and Acquisitions, post-merger changes, transparency
BUYER OF SEARS ASSETS IN 2019 ACQUISITION NOT RESPONSIBLE FOR SEARS’ 2015 CUSTOMER WARRANTY LAWSUIT
The buyer, in the asset purchase agreement, assumed warranty obligations owed to pre-closing sales made to Sears customers, except for customer claims made prior to the closing date. M&A Stories October 10, 2022 Introduction In 2019, the buyer of Sears…
SELLER LIABLE FOR ILLEGAL BILLING PRACTICES IN WASTE CONTROL BUSINESS SALE
The waste control business seller had represented and warranted that it lawfully operated its business. The court held that the seller’s unlawful billing practices damaged the buyer because the revenue derived from those could not be replicated post-closing. M&A Stories…
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