Blog Archives

Franchisee’s Struggle: A Cautionary Tale for Business Owners

Explore a cautionary tale of a failed restaurant franchise sale due to contractual disputes with the franchisor. Learn the importance of resolving legal issues before selling your business in this M&A case study. July 7, 2019 M&A Stories Introduction: In

Posted in approval of franchisor, asset purchase agreement, franchise sale, integration clause, no oral modifications of contract Tagged with: , , , , , , , , , , , , , , , , , ,

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: , , , , , , , , , , , , , , , , , , ,

Costly Customer Secrets: Buyer’s $4.4 Million Lesson in M&A

Explore a real M&A case where lack of disclosure about customer issues led to a costly lawsuit. Learn the importance of transparency and diligence in mergers and acquisitions. M&A Stories March 15, 2019 Introduction: In the world of mergers and

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

Buyer’s Misrepresentation Claim Fails Due to Economic Loss Doctrine

Explore a recent case involving a buyer’s misrepresentation claim in an M&A deal. Learn how the economic loss doctrine played a crucial role in the outcome and its implications for similar cases. M&A Stories December 7, 2018 In a recent

Posted in economic loss doctrine, fraud in business sale, negligent misrepresentation, tort misrepresentation in M&A Tagged with: , , , , , , , , , ,

Buyer Unable to Enforce Noncompetition Covenant in Recent M&A Case

Explore a notable M&A case where an accounting firm faced challenges enforcing a noncompetition covenant after terminating key employees. Gain insights into the legal nuances of termination for cause and the impact on noncompetition agreements. M&A Stories November 12, 2018

Posted in covenant not to compete, employment agreement, for cause termination Tagged with: , , , , , , , , , , , , ,

Legal Dispute Over Earnout: Lessons for Business Sellers

Explore the intricacies of a recent M&A case involving a privately held PR firm and a New York City-based buyer. Delve into the background, the unfolding dispute, the court’s ruling, and the implications for sellers considering earnouts. Learn valuable lessons

Posted in earn outs Tagged with: , , , , , , , , , , , , , ,

Legal Battle Unfolds as Company Seeks Damages for Failed Investment

Explore the riveting legal battle in the M&A world as a California-based video platform company takes on a Chinese investor in a high-stakes $18 million breach of stock purchase agreement. Delve into the intricate details of the failed investment, the

Posted in closing, force majeure, stock purchase agreement Tagged with: , , , , , , , , , , , , , , , , , , ,

Avoiding Escrow Woes: A Cautionary Tale for M&A Participants

Dive into the intricacies of mergers and acquisitions with our latest blog post, ‘Avoiding Escrow Woes: A Cautionary Tale for M&A Participants.’ Explore the real-world case of The HC Companies, Inc. v. Myers Industries, Inc., and unravel the complexities surrounding

Posted in indemnification, timely objection to indemnification claim Tagged with: , , , , , , , , , , , , , , , , , , , , , , , , , ,

Court Ruling: Fraudulent Actions Allow Seller to Reclaim Business Assets

Explore the riveting legal saga of an M&A deal gone awry, resembling a Shakespearean drama, where a son’s deceit leads to a court ruling allowing the sellers to reclaim business assets. Delve into the intricacies of fiduciary duty, transparency, and

Posted in fraud in business sale, rescission Tagged with: , , , , , , , , , , , , , , , , , , , , , , , , , , , ,

Understanding Liability in Asset Acquisitions: A Case Study

Delve into the labyrinth of M&A legal intricacies with our latest blog post, “Understanding Liability in Asset Acquisitions: A Case Study.” Join us on a journey through the legal quagmire faced by astute buyer John as he navigates the haunting

Posted in successor liability Tagged with: , , , , , , , , , , , , , , , , , , , , , , , , ,

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