Unlock the secrets of M&A legal strategies in our latest blog post as we delve into the fascinating world of professional service business acquisitions. Explore the intricate dance between buyers and sellers, focusing on a compelling case involving the sale…
Blog Archives
M&A Insights: The Challenge of Collecting $10 Million From a Guarantor
Explore the complexities of collecting a $10 million promissory note from a guarantor in the aftermath of legal troubles. Gain insights from the Eli Global, LLC v. Cieutat case, highlighting the risks and impact on M&A deals. M&A Stories December…
Posted in Problems with Deferred Purchase Price Tagged with: Alabama Supreme Court, Business Sale, Business Transfer, Eli Global LLC v. Cieutat, Financial Downturn, Founder, Guarantor, legal proceedings, Litigation, M&A, merger and acquisition, Private equity firm, promissory note, Purchase Price, risk management
COURT FINDS NONCOMPETE COVENANT GIVEN BY SELLER TO BUYER LIKELY UNENFORCEABLE DUE TO EMPLOYMENT CONNECTION
Court said that Arkansas applies stricter scrutiny to noncompete agreements in employment contracts than those connected with a sale of a business. M&A Stories June 1, 2022 Introduction: In a recent court case, a noncompetition covenant given by a seller…
Can a Buyer Hold a Seller’s Owner Accountable for M&A Behavior?
Exploring a legal case where a business owner’s personal behavior led to personal liability in an M&A transaction. Learn how a seller’s owner can be held accountable for their actions even when not directly named in the agreement. February 28,…
Posted in alter ego, breach of contract, breach of representations and warranties, representations and warranties Tagged with: asset purchase agreement, bad behavior, business owner's personal actions, Business Sale, Court decision, Legal dispute, LLC liability, M&A behavior, personal accountability, seller's owner liability
Creative Stock Acquisition: Unpacking the $10 Million Tax Costs and Interest
Explore a recent M&A case involving a creative stock acquisition strategy with unexpected tax consequences. Learn how an IRS ruling imposed $10 million in penalties and interest on investors. Get insights into the legal complexities of midco transactions and their…
Posted in asset vs stock deal, midco transaction, tax penalties and additions, transferee liability for taxes IRC Section 6901, Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act Tagged with: Alta V Limited Partnership, Asset acquisition, Business Sale, case analysis, creative tax planning, interest, investor liability, IRS Ruling, legal complexities, M&A legal blog, midco transaction, penalties, stock acquisition, tax consequences, Tax Court
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: asset purchase agreement, business contracts, business litigation, business ownership, Business Sale, Business Transactions, Case Study, contractual disputes, Court decision, franchise agreements, franchise laws, franchisee, franchisor, integration provision, legal battle, legal issues, M&A, restaurant franchise, Tim Hortons
Avoiding Liability When Selling Your Fitness Club: Lessons from Mechanicsburg Fitness Case
Learn from the legal battle of a Pennsylvania-based Gold’s Gym and how poorly drafted contracts led to post-sale litigation. Discover key takeaways for selling your business without facing similar issues. M&A Stories June 5, 2019 Introduction: Selling your company can…
Posted in asset purchase agreement, assignment of contracts, contracts, due diligence Tagged with: asset sale, assignment of contracts; due diligence of contracts, Business Sale, contract drafting, contractual provisions, fitness club, Gold's Gym, Legal Blog, Liability, M&A, Mechanicsburg Fitness, negotiations, personal trainers, post-closing liabilities, Stock sale
Buyer’s Failure to Release Lease Guaranty Leads to Legal Dispute
Explore a real M&A case study from Round Rock, Texas, where a failure to release a lease guaranty led to a legal dispute. Learn valuable insights into the consequences and lessons learned. M&A Stories December 29, 2018 In an M&A…
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