Explore the powerful, yet specific, defense offered by an Integration Clause in M&A disputes. This analysis of a recent Delaware Court of Chancery decision, Park7 Student Housing v. PR III, shows how a clear Integration Clause can protect lower middle…
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When an Integration Clause Alone Can Block an M&A Extracontractual Fraud Claim
Posted in anti-reliance clause, extra-contractual fraud, fraud in business sale, integration clause Tagged with: Acquisition Agreement, anti-reliance clause, asset purchase agreement, closing conditions, contract defenses, contractual language, deal protection, Delaware Court of Chancery, equity purchase agreement, extracontractual fraud, Fraudulent inducement, integration clause, legal risk management, LLC equity acquisition, lower middle market M&A, M&A contracts, M&A litigation, membership interest purchase agreement, Park7 Student Housing, private target acquisition, seller side risk management, stock purchase agreement, unit purchase agreement
Resolving M&A Seller Earnout Disputes: Beyond Accountant Arbitration
Delve into the intricacies of M&A earnout disputes with our latest blog post. Explore the complexities beyond accountant arbitration, as we dissect a notable case and offer insights into drafting M&A agreements for clarity and foresight. M&A Stories May 9,…
Posted in problems with earnouts Tagged with: accountant arbitration, business law, business negotiations, business strategies, Buyer-Seller Agreements, commercial AV projectors, contract drafting, contractual language, COVID-19, dispute resolution, Earnout Calculation, Earnout disputes, Industry specifics, Kelly v. DCC Technology Holdings Inc., Legal aspects, legal insights, M&A, M&A agreements, Mergers and Acquisitions, pandemic implications, post-closing metrics, revenue metrics, stakeholder insights, valuation discrepancies
Court Denies Buyer’s Request for Injunction in M&A Dispute Due to Absence of Ongoing Arbitration
Read about a recent M&A dispute where a buyer’s request for an injunction was denied due to the absence of ongoing arbitration. Learn how the court’s decision highlights the importance of precise contractual language. Case reference: NUMSP, LLC v. Etienne.…
Posted in arbitration, TRO/preliminary injunction before filing for arbitration Tagged with: arbitration clause, Business acquisition, buyer's request, contractual language, court intervention, injunction denial, Legal Case, Legal dispute, M&A dispute, noncompetition clauses clauses, NUMSP LLC v. Etienne, ongoing arbitration, Preliminary injunction, TRO
Seller’s Limited Liability in Asbestos Claims Dispute
Explore a critical M&A case involving product liability claims related to asbestos in talcum powder products. Understand the key disagreement, contractual language, arguments from both parties, and the court’s decision. Learn why precise language in asset purchase agreements is crucial.…
Posted in asset purchase agreement Tagged with: Asbestos claims dispute, asset purchase agreement, buyer's assumption of seller's liabilities, Buyer's indemnification, Closing date, Connecticut federal court, contractual language, Court decision, legal case analysis, M&A legal blog, Parfums De Coeur LTD v Conopco Inc, Precise language in agreements, Product claims, product liability, Seller's liabilities, Talcum powder products
Court Awards Investment Bank $1.7 Million Advisory Fee Despite Lack of Direct Involvement in Business Sale
Uncover the intricacies of a recent M&A legal case where an investment banking firm secured a $1.7 million advisory fee, despite not being the procuring cause. Delve into the details of the Carriage Hill Management, LLC v. Boston Lobster Feast,…
Posted in investment banker/business broker Tagged with: $1.7 million, advisory fee, asset purchase agreement, Boston Lobster Feast, Business owners, Business Sale, Carriage Hill Management, CFOs, confidentiality agreement, contractual language, Court ruling, engagement agreement, financial obligations, Industry specifics, Investment Banking, Legal Developments, legal professionals, M&A landscape, M&A legal case, procurement cause, unforeseen obligations
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