Explore a recent M&A case involving a creative stock acquisition strategy with unexpected tax consequences. Learn how an IRS ruling imposed $10 million in penalties and interest on investors. Get insights into the legal complexities of midco transactions and their…
Blog Archives
Creative Stock Acquisition: Unpacking the $10 Million Tax Costs and Interest
Posted in asset vs stock deal, midco transaction, tax penalties and additions, transferee liability for taxes IRC Section 6901, Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act Tagged with: Alta V Limited Partnership, Asset acquisition, Business Sale, case analysis, creative tax planning, interest, investor liability, IRS Ruling, legal complexities, M&A legal blog, midco transaction, penalties, stock acquisition, tax consequences, Tax Court
Buyer’s Section 363 Purchase of Bankrupt Hospital Assets Clears Medi-Cal Liabilities
Learn about a recent M&A legal case where a buyer successfully purchased assets from a bankrupt hospital without taking on its liabilities. Explore the implications of Bankruptcy Code Section 363 and its impact on Medi-Cal agreements. Gain insights into the…
Posted in bankruptcy sale, distressed business acquisitions, executory contracts, Medi-Cal provider agreements, Section 363 sale Tagged with: Asset acquisition, Bankrupt hospital assets, Bankruptcy Code Section 363, Bankruptcy proceedings, Buyer's Acquisition, California hospitals, Clearing Medi-Cal liabilities, Executory contracts, In Re Verity Health System, Legal battle outcome, M&A legal case
A Costly Lesson: Simplifying M&A Price Adjustments
Explore a real-life M&A case involving a dispute over purchase price adjustments and the importance of streamlining this process. Learn how specifying the accounting firm in the APA could have saved time, stress, and money. September 20, 2019 M&A Stories…
Posted in dispute resolution procedure, purchase price, working capital adjustment Tagged with: accounting firm, APA, appellate court, Asset acquisition, Business acquisitions, contract manufacturing, industrial fabrication, installation services, legal battle, M&A price adjustments, Mergers and Acquisitions, Pennsylvania trial courts, purchase price adjustment mechanism, working capital adjustments
Avoiding Seller Debt in M&A Deals: Buyer’s Protection
Explore the risks of acquiring the assets of a business and potential liability for seller debts in M&A deals. Learn from a real case involving a luxury motor coach company and gain insights into protecting buyers from unexpected liabilities. M&A…
Posted in all cash deal, de facto merger exception, seller ownership in buyer, successor liability Tagged with: All-cash transactions, Asset acquisition, asset purchase agreement, Avoiding legal battles, Business acquisition risks, buyer's protection, Commercial landlords, de facto merger, Liability protection, M&A deals, Nevada Supreme Court ruling, Seller debt, Seller's branding, Seller's liabilities, successor liability, Unexpected liabilities, Upper management
Asset Buyer’s Liability under FMLA for Delay in Hiring Seller’s Employee Returning from Leave
Explore the legal intricacies of M&A transactions in our latest blog post. Delve into the liabilities asset buyers encounter under the Family and Medical Leave Act (FMLA) when integrating employees returning from leave. Gain insights from a recent case study…
Posted in Family and Medical Leave Act, post asset purchase issues Tagged with: Asset acquisition, asset purchase agreement, buyer liabilities, case law, Case Study, corporate laws, due diligence, employee integration, employee transitions, Employment law, Family and Medical Leave Act, FMLA liabilities, FMLA regulations, FMLA violations, Legal compliance, legal insights, legal responsibilities, M&A legal, managerial structure, Risk mitigation, succession planning, workforce management
Asset Buyer Not Liable for Race Discrimination Claim in Employee Hiring Dispute
Explore the legal intricacies of mergers and acquisitions in our latest blog post. Delve into the case of Mance v. Owings Mills Autos, LLC, as we dissect the liabilities of asset buyers regarding employee claims post-acquisition. Gain insights into asset…
Posted in hiring seller's employees, third party beneficiary clause Tagged with: Asset acquisition, Asset buyer obligations, Asset purchase agreement (APA), Business acquisitions, buyer liabilities, Corporate governance, Corporate Law, Corporate transactions, Employee rights, Employment disputes, Employment transition, Legal Liabilities, legal nuances, legal principles, M&A legal, Mance v. Owings Mills Autos LLC, Merger legalities, Race discrimination, Seller expectations, Third-party beneficiary clause
Navigating the Risks of Acquiring Distressed Businesses in Chapter 11: Lessons from a Stalking Horse
Dive into the risky yet alluring world of acquiring distressed businesses in Chapter 11 bankruptcies with our latest M&A blog post. Learn from real-life lessons and cautionary tales of navigating bankruptcy court sales and the intricacies of stalking horse arrangements.…
Posted in distressed business acquisitions Tagged with: Asset acquisition, Auction Process, Bankruptcy Code, bankruptcy court proceedings, bankruptcy court sales, bid procedures, Buyer's Perspective, Case Study, Chapter 11 bankruptcy, court approval, distressed businesses, due diligence, financial risks, Florence Hospital At Anthem LLC, investor caution, Legal Challenges, Legal Risks, Liabilities, M&A legal, Mergers and Acquisitions, Seller's Perspective, stalking horse
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