The parent company in a spin-off transaction was obligated to indemnify its former subsidiary for per-closing taxes. The parent company argued that $94 million in license fees were not taxes. M&A Stories July 12, 2023 Introduction: In business acquisitions, the…
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DISPUTE OVER INDEMNIFICATION FOR LICENSE FEES IN INDIA’S TELECOMMUNICATION SPECTRUM
Posted in problems with taxes Tagged with: Appellate court decisions, Asset purchase agreements, Indemnification disputes in M&A transactions, Indian telecommunications regulations, Legal implications of pre-closing assessments, Liability allocation in business acquisitions, License fees in acquisitions, M&A legal disputes, Spin-off transactions, Tax indemnification provisions
Understanding When Indemnification Applies in Asset Purchase Agreements
Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world…
Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: Acquisition Agreements, Asset purchase agreements, Business acquisitions, buyer's protection, Case Study, Continental Motors, Danbury Aerospace, indemnification, indemnification provision, legal outcomes, M&A legal risk, third party vs direct claims
When Setoff Applies in Asset Purchase Agreements for Indemnification Claims
Explore the complexities of setoff in asset purchase agreements for indemnification claims. Learn how post-closing payments can be impacted by unresolved issues between buyers and sellers. Case analysis included. March 19, 2020 Introduction: After acquiring a business, buyers sometimes uncover…
Seller’s Indemnification Cap Dispute: What Entrepreneurs and Investors Should Know
Explore the intricacies of indemnification caps in M&A deals. Learn about a real case involving a private equity firm, a $2.25 million dispute, and the importance of clarity in asset purchase agreements. M&A Stories May 21, 2019 Introduction: In the…
Posted in asset purchase agreement, excluded or retained liabilites, indemnification cap, post closing covenants Tagged with: asset purchase agreement, Asset purchase agreements, business litigation, Buyer-seller disputes, Contaminated chemical inventory, Entrepreneurial insights, excluded liabilities, indemnification cap, Indemnification caps, indemnification for covenant breaches, Indemnification for representation and warranty breaches, Legal clarity in contracts, Legal counsel in M&A, M&A best practices, M&A case study, M&A legal dispute, Main Market Partners v. Olon Ricerca Bioscience, post closing covenants, Private equity in M&A, retained liabilities
Tax Implications for Sales Reps in Business Asset Sales: A Case Study
Explore the tax implications for sales representatives in business asset sales through a real case study. Learn about the challenges faced by an employee in categorizing sales proceeds as capital gains and the crucial court ruling that determined the nature…
Posted in personal goodwill, sale of assets of business Tagged with: Asset purchase agreements, Business Asset Sales, Capital gains in M&A, Goodwill in business sales, IRS rulings on termination payments, M&A tax implications, Potter v. Commissioner of Internal Revenue, Sales representative taxation, Termination payment tax dispute, United States Tax Court decision
Asset Buyer Responsible for Liability of Unpurchased Seller Division
Explore the legal intricacies of M&A in our latest blog post, “Asset Buyer Responsible for Liability of Unpurchased Seller Division.” Dive into a real-life case, Intuitive Surgical Operations, Inc. v. Midbrook, LLC, that sheds light on the critical importance of…
Posted in buyer's assumption of seller liabilities in asset acquisition Tagged with: Asset Buyer Liability, Asset purchase agreements, Assumed liabilities, business contracts, Buyer Obligations, Buyer's responsibility, CFOs, Contractual obligations, creditor lawsuit, defaulted loan, entrepreneurs, excluded divisions, financial implications, Intuitive Surgical Operations Inc. v. Midbrook LLC, legal entanglements, legal foresight, Legal intricacies, Legal lessons, legal ramifications, M&A Case, M&A Transactions, Post-closing disputes, precision in drafting, wealth advisers
Officer Liability in M&A Transactions: Lessons from Younger Brothers Investments, LLC v. Active Enterprises, Inc.
Dive into the intricate world of M&A transactions with our latest blog post, exploring the captivating case of officer liability in Younger Brothers Investments, LLC v. Active Enterprises, Inc. Learn valuable lessons on transparency, due diligence, and ethical conduct, as…
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