Discover how a hidden “goods in transit” accounting error triggered a post-closing fraud lawsuit for a lower middle market seller in the FeraDyne Outdoors v. Reaser case. This post analyzes the dangers of relying on informal email assurances and historical…
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The “Freight-In” Blind Spot: You Can’t Fix What You Don’t Diagnose
Posted in Problems with financials Tagged with: accounting dispute resolution, accrued expenses, asset purchase agreement, Breach of contract, Business Valuation, Delaware Superior Court, distribution business sale, EBITDA definition, entire agreement clause, FeraDyne Outdoors v. Reaser, freight-in costs, GAAP compliance in M&A, goods in transit accounting, integration clause, inventory liability, legal risk management tool, lower middle market M&A, M&A Due Diligence, M&A fraud allegations, manufacturing M&A, post-closing litigation, pre-closing risk management, private equity buyer, purchase price dispute, quality of earnings, seller representation, specific accounting principles, targeted financial review, unrecorded liabilities, working capital adjustment
The Price of an Informal Disclosure: The Hidden M&A Seller Mistake
Discover why informal disclosures can’t protect you in M&A. This blog post examines a Delaware case where a seller’s oral disclosure led to a multi-million dollar lawsuit, highlighting the critical need for contractual carve-outs in lower middle market deals. Learn…
Posted in Problems with financials Tagged with: APA, asset purchase agreement, Business acquisition, buyer due diligence, contractual provisions, Delaware law, disclosure schedules, indemnification, legal risk management, lower middle market M&A, M&A advisors, M&A Due Diligence, M&A law, M&A litigation, M&A mistakes, M&A negotiation, pre-closing, private company M&A, representations and warranties, seller mistakes
The Reach of a Forum Selection Clause: Can M&A Buyer’s Fraud Suit against Seller and Multiple Owners and Managers Be Tried in Delaware?
Dive into the complexities of M&A forum selection clauses with our latest blog post, which analyzes a case where a buyer’s fraud suit against a seller and multiple managers and owners was partially dismissed in Delaware. The court ruled in…
Posted in fraud in business sale, Problems with financials, problems with forum selection clauses Tagged with: acquisition disputes, Chumash Capital Investments case, commercial litigation, complex commercial litigation, corporate litigation, cross-jurisdictional legal issues, defense contractor acquisition, Delaware corporate law, Delaware Superior Court, Forum Selection Clauses, Fraud in M&A, fraudulent financial statements, Grand Mesa Partners lawsuit, legal complexities in M&A, legal strategy in M&A, Litigation strategy, M&A legal disputes, M&A legal topics, M&A Transactions, multi-defendant litigation, multi-jurisdictional litigation
BUYER SUES SELLER OVER INACCURATE FINANCIALS IN ROOFING AND SOLAR COMPANY ACQUISITION
The buyer claims that the seller overstated revenue and understated costs, and that the target’s post-closing first quarter produced a $ 1 million loss M&A Stories April 24, 2022 Introduction: In the world of mergers and acquisitions, it’s not uncommon…
Posted in Problems with financials Tagged with: Accounting Firm Review, Acquisition Investigation, Buyer vs. Seller, Downward Adjustment of Revenue, Inaccurate Financials, Lawsuit and Litigation, Legal Disputes, Mergers and Acquisitions, Roofing and Solar Company, Solar Integrated Roofing Corp. v. Ballew
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