The certificate of deposit was deposited by the seller with the state of Tennessee to secure its self-insured worker’s compensation program. M&A Stories August 23, 2022 Introduction When acquiring a business’s assets, it’s crucial to accurately document the items being…
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SELLER’S FAILURE TO COLLECT DEFERRED PURCHASE PRICE FROM BANKRUPT ACQUISITION SUBSIDIARY’S OWNER
The owner of the acquisition subsidiary did not guarantee the obligations of the bankrupt acquisition subsidiary. The court rejected the seller’s attempt to pierce the corporate veil of the acquisition subsidiary to collect from its owner. M&A Stories August 01,…
Posted in Problems with Deferred Purchase Price Tagged with: asset purchase agreement, Bankrupt Acquisition Subsidiary. Corporate Veil Piercing, Buyer's Parent Company Corporate Liability, Deferred Purchase Price, Mergers and Acquisitions (M&A), Parent Guarantee of Acquisition Subsidiary, Seller's Lawsuit, Trial court ruling, Undercapitalization
SELLER’S MISUSE OF BANKRUPTCY ALMOST JEOPARDIZED BUYER’S ACQUISITION OF FORKLIFT DEALER BUSINESS
Bankruptcy court finds that seller’s president and his lawyer exercised bad faith in trying to sell the business in bankruptcy when in fact seller was solvent and bankruptcy was not authorized by the board of directors. M&A Stories June 23,…
Posted in problem with seller co-owners Tagged with: asset purchase agreement, Bad Faith Practices, Bankruptcy Court Case, Bankruptcy Dismissal, Bankruptcy Misuse, Forklift Dealer Business, Lawyer Sanctions and Liability, M&A legal blog, Negotiating Fair Deals for all Seller Owners, Stalking Horse Bidder
COURT RULES SELLER BREACHED PURCHASE AGREEMENT BY NOT PROVIDING WRITTEN RECIPES TO BUYER
The court concluded that seller’s owner’s discussion of recipe and menu items with the buyer’s chef did not fulfill the seller’s obligation to “transfer and deliver” all of its “recipes for meals and snacks” to the buyer. M&A Stories March…
BUYER AWARDED DAMAGES DUE TO PRODUCT DESIGN ISSUE: A LESSON IN M&A RISK MANAGEMENT
Buyer allocates time and expense to fix a product design problem identified by a customer M&A Stories September 3, 2021 Introduction: In M&A deals, representations and warranties in purchase agreements play a crucial role in determining the allocation of risk…
BUYER’S CLAIM DENIED AS SERVICE VENDOR CONTRACT WAS NOT ACQUIRED IN ASSET PURCHASE
Under the asset purchase agreement, the buyer only acquired specifically identified contracts. This did not include the service vendor contract. The result? The buyer’s claim against the service vendor was thrown out of court. M&A Stories August 26, 2021 Introduction:…
Posted in asset purchase, asset purchase agreement, Description of business assets purchased Tagged with: Asset Buyers, asset purchase agreement, Assumed Contracts Schedule, Buyer's Claim Denied, Court Case Analysis, Legal Risks in Acquisitions, Lessons in Asset Purchases, M&A legal blog, Service Vendor Contract, Texas State Court Decision
ASSET BUYER’S PRODUCTS LIABILITY AS SUCCESSOR: A CASE STUDY
The asset buyer had not assumed this liability in the asset purchase agreement and no common ownership or officer director management between buyer and seller. M&A Stories August 26, 2021 Introduction: When an asset buyer acquires a business, they have…
Posted in all cash deal, asset purchase, continuity of ownership, de facto merger exception, mere continuation, mere continuation exception, product line exception, successor liability Tagged with: Asset buyer, asset purchase agreement, Bell v. American International Industries, Case Study, De Facto Merger Rule, M&A legal blog, Mere Continuation Rule, North Carolina Law, products liability, successor liability
COURT HOLDS THAT ASSET BUYER HAD RIGHT TO RECORD AND ENFORCE CONSTRUCTION LIEN FOR UNPAID SELLER WORK
The buyer purchased all business assets other than expressly excluded assets, and the construction lien was not described as an excluded asset. M&A Stories August 10, 2021 Introduction: In the world of business sales, asset purchases are common, where the…
Posted in Description of business assets purchased Tagged with: Asset buyer, asset purchase agreement, Business Asset Purchase, Construction Lien, Due Diligence Washington State Appellate Court, Enforcing Construction Lien, Lennar Multifamily Builders v. Saxum Stone, M&A legal blog, Receivable Owed by General Contractor
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