Blog Archives

ALFALFA BUSINESS ASSET PURCHASE RESULTS IN EQUIPMENT REPOSSESSION AND LAWSUIT

The equipment was secured by a seller debt. As part of the deal the seller leased the encumbered equipment to the buyer. After seller repossession, the buyer unsuccessfully claimed that it owned the equipment. M&A Stories February 28, 2023 Introduction

Posted in problems with seller's lender Tagged with: , , , , , , , , ,

BUYER FACES $279K CLAIM FROM SELLER’S UNION IN ASSET PURCHASE OF CONCRETE MANUFACTURER

The buyer knew about the seller’s union debt before closing. The fight is over whether the concrete manufacturing business of the buyer after the closing was substantially the same as the seller’s concrete manufacturing business. M&A Stories January 17, 2023

Posted in Problem with Union Pensions Tagged with: , , , , , , , , ,

BUYER’S RIGHT TO DISPLAY EXPIRED COPYRIGHTED PHOTOGRAPHS ACQUIRED IN GROCERY CHAIN ASSET PURCHASE FROM BANKRUPTCY

Bankruptcy court held that the buyer purchased the assets free and clear of any copyright interests held by the photographer supplier. M&A Stories October 3, 2022 Introduction In a recent bankruptcy case, a buyer who acquired assets from a bankrupt

Posted in Problem with Vendors and Suppliers, Problems with intellectual property Tagged with: , , , , , , , , ,

BUYER LOSES PURCHASED MEDICAL INSURANCE RECEIVABLES IN PHYSICIAN PRACTICE ACQUISITION

The court held that the seller creditor could garnish the receivables because the buyer’s ownership of them would not vest until the buyer had received its license from the state of Florida M&A Stories September 2, 2022 Introduction When acquiring

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Can Buying a Business’s Assets Make You Responsible for Existing Contracts?

Explore the legal implications of purchasing a business’s assets instead of the entire company. Learn how seemingly innocuous actions can lead to contract assumption and potential liabilities, as illustrated by a real case involving a bar purchase in Boise. May

Posted in asset seller's liabilities, implied assumption of seller contract/liability Tagged with: , , , , , , , , , , , , , ,

Court Rules No De Facto Merger in Purchase of Bankrupt Company’s Assets

Explore the court decision regarding de facto merger in asset acquisitions. Learn how the absence of common ownership impacted this M&A case. Insights on product liability risks. September 17, 2019 M&A Stories Introduction: When acquiring a manufacturing business, evaluating product

Posted in asset purchase agreement, de facto merger exception, successor liability Tagged with: , , , , , , , , , ,

Negotiating M&A Deals: Buyer’s Duty in the Spotlight

Explore the complexities of M&A negotiations and the legal implications of buyer’s duty in this informative blog post. Learn from a real-life case reference. M&A Stories May 13, 2019 Introduction: Selling a business involves several stages. A potential buyer typically

Posted in asset purchase agreement, Duty to negotiate in good faith Tagged with: , , , , , , , , , , , , , , , , ,

Streamlining Employee Non-compete Agreements in Mergers

Explore the complexities of employee non-compete agreements in M&A deals and learn how different transaction types can impact their enforceability. Gain insights from the USI Insurance Services National, Inc. v. Ogden, LLC case. M&A Stories March 21, 2019 Introduction: In

Posted in purchase agreement Tagged with: , , , , , , , , , , , , , , , , , ,

Navigating Hidden Liabilities in M&A Deals

Explore the complexities of hidden liabilities in mergers and acquisitions. Learn from a real case where unforeseen complications arose and discover key takeaways to protect your M&A transactions. M&A Stories February 26, 2019 Introduction: In the world of mergers and

Posted in purchase agreement Tagged with: , , , , , , , , , , , , ,

New Mexico Court Clarifies Buyer Liability in Asset Purchase of Tar Lugger Business

Explore the intricacies of buyer liability in an asset purchase involving a tar lugger business, as clarified by a recent New Mexico court decision. Understand the legal dispute, court’s ruling, key points, and implications for buyers in asset purchase transactions.

Posted in de facto merger exception, earnout as ownership interest in buyer, successor liability Tagged with: , , , , , , , , , , , , , , , , , , ,

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