Explore the intricate world of M&A transactions through our latest blog post, ‘Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC.’ Uncover the strategic use of earnouts, the risks they pose for both buyers…
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Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC
Posted in problems with earnouts Tagged with: asset purchase agreement, Breach of contract, Business acquisition, case reference, Court proceedings, dispute resolution, earnouts, EBITDA metrics, financial metric disputes, fraud claims, Houston federal district court, independent accountant, Industry Insights, Legal Blog, Legal Disputes, Legal lessons, M&A Risks, M&A Transactions, Nomar Enterprises LLC v. Rugged Solutions America LLC, rugged computer industry, strategic management
M&A Seller’s $17M Earnout Dispute: Lessons from a Healthcare Tech Acquisition
Explore the intricacies of a healthcare tech acquisition with a $17 million earnout dispute. Gain insights into the importance of due diligence, clear terms, and transparency in M&A transactions. Learn from the legal actions, key findings, and implications for both…
Posted in problems with earnouts Tagged with: Anti-reliance Clauses, Breach of contract, Buyer's Duty to Disclose, Buyer's Motion to Dismiss, due diligence, earnout dispute, Fraud allegations, Healthcare Tech Acquisition, Legal actions in M&A, M&A, M&A Case Reference, Post-sale Performance, Sales Benchmarks, Seller Lawsuit, transparency in M&A
NURSING HOME SELLER SUES BUYER FOR FAILING TO CLOSE TRANSACTION
The buyer agreed to purchase the nursing home for $28 million. The deal did not close, and the seller blamed the buyer. M&A Stories July 10, 2023 Introduction: Closing a deal becomes less likely as the transaction becomes more complex.…
BUYER OF MEDICAL PRACTICE NOT RESPONSIBLE FOR BREACH OF UNASSUMED CONTRACT
The seller’s practice entered into a contract with a doctor employee who left after the closing. The seller promised in the contract to give the doctor any medical records of any patient that followed the doctor. The doctor sued the…
TWO NONCOMPETES IN M&A DEAL: OWNER OF SELLER AND BUYER EMPLOYEE
The seller owner quits working for the buyer four years after closing and immediately goes to work for a competitor. The seller argues that a one-year post-employment noncompete in the employment agreement was not valid because two years post-closing noncompete…
ASSET BUYER ARGUES THAT IT WAS NOT BOUND BY SELLER’S SUPPLY CONTRACT
The supplier says that the buyer impliedly assumed the contract by accepting office and cleaning supplies for five years after the closing at the contract’s price. M&A Stories January 23, 2023 Introduction When purchasing the assets of a business, buyers…
COURT ALLOWS BUSINESS SELLER TO DEDUCT $2.6 MILLION DAMAGES FROM BUYER’S NOTE, IGNORING BANK’S SUBORDINATION AGREEMENT
Surprisingly, a California Court of Appeals ignores a bank’s rights under a subordination agreement M&A Stories December 23, 2022 Introduction In a recent case, a California Court of Appeals made a surprising decision by disregarding a bank’s rights under a…
SELLER’S EARNOUT/COMMISSION CLAIM UPHELD IN COURT AGAINST BUYER’S UNREASONABLE DELAY
Delaware trial court holds that the seller’s claim that the buyer unreasonably delayed additional product testing requested by a customer to the point where the prospective business deal fell apart, may establish a buyer breach of its implied duty to…
FRAUD EXCEPTION IN M&A INDEMNIFICATION: A CASE ILLUSTRATION
Learn about the fraud exception in M&A indemnification through a case illustration. Understand how a buyer successfully claimed damages beyond the indemnification cap for seller fraud in an acquisition deal. M&A Stories July 28, 2021 Introduction: In M&A deals, it’s…
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