Discover how ambiguous language in M&A noncompete carve-outs can lead to costly post-closing litigation for lower middle market businesses. This deep dive into a recent court case highlights critical pre-closing drafting mistakes by sellers and offers actionable strategies for buyers,…
Blog Archives
The Cost of Ambiguity: Protecting Retained Businesses from Overly Broad M&A Noncompetes
Posted in Uncategorized Tagged with: "as currently conducted" clause, Acquisition Agreement, asset purchase agreement, Business acquisition, business owner advice, Business Sale, buyer overreach, carve-out provision, contract drafting, contract language, contractual ambiguity, deal negotiation, Delaware Court, Goodwill, HVAC service business, legal advisor insights, legal risk management, litigation avoidance, lower middle market, M&A, M&A advisor, noncompete agreement, Post-closing disputes, pre-closing mistakes, private target, Restrictive Covenant, retained business, Seller Protection, skylight manufacturing
The Sandbagging Trap: Why M&A Buyers Need Explicit Protection Under California Law
This blog post explores the critical and often overlooked “sandbagging” risk for M&A buyers in California. Learn why a buyer’s knowledge of a seller’s false representation can undermine post-closing claims under California law, a stark contrast to Delaware’s pro-sandbagging stance.…
Posted in Uncategorized Tagged with: Acquisition Agreement, anti-sandbagging, Arwood v. Aw Site Services, Breach of contract, California law, contractarian, Delaware law, due diligence, Hauter v. Zogarts, indemnification, Legal Blog, lower middle market, M&A, M&A Risk Management, Mergers and Acquisitions, Private Equity, pro-sandbagging, reliance, representations and warranties, reps and warranties, sandbagging clause, Strategic buyer, Telephia
Beyond the Lease: Understanding Third-Party Restrictions in M&A Deals
Navigate the complexities of M&A deals involving leased properties. This insightful blog post dissects the In re Big Lots, Inc. case, revealing the hidden risks lurking beyond the standard lease agreement. Learn how buyers, sellers, and advisors in the lower…
Posted in Uncategorized Tagged with: asset purchase agreement, bankruptcy sale, business law, commercial leases, Corporate Law, due diligence, landlord issues, Lease Agreements, legal analysis, lower middle market, M&A legal, Mergers and Acquisitions, Post-closing disputes, real estate due diligence, recorded covenants, Risk mitigation, third-party agreements, transactional law, use restrictions
Navigating Due Diligence Risks in M&A: Lessons from Competitor Acquisitions
Explore the complexities of M&A due diligence in competitor acquisitions with our latest blog post. Discover lessons learned from real-world cases, such as the challenges faced by a prominent manufacturer in its acquisition journey. Gain insights into navigating legal risks…
Posted in Uncategorized Tagged with: Arkansas-based business, asset purchase agreement, business growth, competitor acquisitions, Compliance, Connecticut trial, contractual assurances, Court rulings, EI Du Pont De Nemours And Company v. Chemtura Corporation, exit plans, fluorochemical market, industrial applications, Legal precedent, Legal Risks, M&A Due Diligence, post-business hours tour, representations and warranties, strategic expansion
Mitigating M&A Buyer Risks: Safeguarding Against Former Seller Employees Competing with Stolen Trade Secrets
Dive into the legal intricacies of M&A transactions with our latest blog post, exploring how to mitigate risks associated with former seller employees competing with stolen trade secrets. Learn from real-life legal disputes and discover proactive measures for safeguarding your…
Mitigating M&A Risks: Insights on Navigating Buyer Stock, Foreign Exchanges, and Legal Pitfalls
Explore the complexities of M&A transactions with a focus on mitigating risks related to buyer stock, foreign exchanges, and legal pitfalls. Gain insights from a real-life case involving a Canadian corporation acquiring a business in Mesa and Scottsdale, and learn…
Posted in Uncategorized Tagged with: appellate court, Arizona state trial court, Buyer Stock, Canadian Securities Exchange, federal securities law exemption, foreign exchanges, Fraud allegations, legal pitfalls, M&A Risks, post-closure challenges, post-closure surprises, Purchase Price, securities law exemptions, securities lawyer, U.S. securities laws, Whitestar Solutions LLC v. Medmen Enterprises Inc.
How Carnival Cruise Protected Its Digital Treasure: The DXP Software Saga
Dive into the legal battle between Carnival Cruise and a bankrupt software developer over the OceanMedallion™ guest engagement system. Discover how Carnival fought to protect its proprietary innovation and the outcome of this high-stakes showdown. M&A Stories September 8, 2023…
Posted in Problems with intellectual property, Uncategorized Tagged with: Carnival Cruise, Cruise industry, Delaware bankruptcy, DXP software, Innovation protection, Intellectual property infringement, legal proceedings, M&A legal blog, OceanMedallion™, Proprietary information, Software architecture, Stalking Horse Bidder
STALKING HORSE BIDDER AWARDED $4.2 MILLION BREAKUP FEE AND REIMBURSEMENT AFTER SUCCESSFUL AUCTION
The asset purchase agreement provided for a breakup fee and expense reimbursement. However, the bankruptcy court did not approve the deal protection terms before the auction. Nevertheless, the court approved the breakup fee and expense reimbursement because it resulted in…
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