Many of these blogs tracked how courts have ruled when lower middle market business sales go wrong — earnouts that never paid, fraud carve-outs that didn't hold, anti-reliance clauses that stripped sellers of claims they thought they had, rollover equity that wasn't what it appeared to be. It has published continuously since 2017.
The primary audience is transactional lawyers, CPAs, and advisors who represent LMM sellers in once-in-a-lifetime exits — going up against sophisticated buyer teams that do nothing but this. If you advise sellers in this space, or if you are a business owner thinking about what comes next, this is written for you.
— John McCauley | jmccauley@mk-law.com | 714-273-6291
M&A Stories
May 31, 2026
Digital assets of an M&A seller are crucial to the buyer post-closing. In an asset deal the parties need the cooperation of third parties to accomplish their transfer. Sellers often treat digital assets as an afterthought. They are not.
The importance of securing the transfer of the seller’s digital assets before closing is illustrated in the case of a sale of a franchisor’s business involving a chain of 50 franchised yogurt stores. The seller was owned by a public company. The buyer purchased all the assets including the Meta social media accounts.
Unfortunately, the social media accounts were not transferred at closing. Three years. That is how long the buyer and seller spent trying to work with Meta to accomplish what should have been completed before closing.
While they were still trying to resolve the transfer, someone posted notices on the social media pages announcing that every store was closed. The buyer could not remove the posts because it never had administrative access. Shortly after the pages were deleted entirely. This led to litigation filed in a Delaware federal court.
Before you close make sure every digital asset in your business has been identified, transferred, and verified. Then complete the transfer and confirm administrative access before the wire goes out. Not we’ll work on it after closing.
Case: U Swirl, LLC v. U-Swirl International, Inc., Civil Action No. 24-1243-GBW, United States District Court, D. Delaware, (May 18, 2026)
Thank you for reading this blog. If you have any questions, insights, or if you’d like to engage in a more detailed discussion on this matter, I invite you to reach out directly.
Feel free to send me an email. I value thoughtful discussions and am always open to connecting with business owners, management, as well as professionals who share an interest in the complexities of M&A law in lower middle market private target deals.
By John McCauley: I write about recent problems of buyers and sellers in lower middle market private target deals.
Email: jmccauley@mk-law.com
Profile: http://www.martindale.com/John-B-McCauley/176725-lawyer.htm
Telephone: 714 273-6291
Check out my books:
BUYING ESTABLISHED BUSINESS ASSETS: A GUIDE FOR OWNERS AND ADVISORS, https://www.amazon.com/dp/B09TJQ5CL5
SELLING ESTABLISHED BUSINESS ASSETS: A GUIDE FOR OWNERS AND ADVISORS, https://www.amazon.com/dp/B0BPTLZNRM
Legal Disclaimer
The blogs on this website are provided as a resource for general information for the public. The information on these web pages is not intended to serve as legal advice or as a guarantee, warranty or prediction regarding the outcome of any particular legal matter. The information on these web pages is subject to change at any time and may be incomplete and/or may contain errors. You should not rely on these pages without first consulting a qualified attorney.
Recent Comments