Uncover the critical, often hidden, pitfalls of related-party contracts when selling your lower middle market business. This essential guide explains how agreements with insiders—be they owners, executives, or family members—can unexpectedly jeopardize deal valuations and lead to costly M&A disputes.…
Blog Archives
Texas Upholds Asset Acquisition Formality: Successor Liability Limited to Assumed Seller Liabilities
Explore the intricacies of M&A legal topics with our latest blog post, “Texas Upholds Asset Acquisition Formality: Successor Liability Limited to Assumed Seller Liabilities.” This piece delves into the unique legal landscape of Texas, contrasting its strict adherence to the…
Posted in problems with successor liability Tagged with: Acquisition Agreements, Asset acquisition, Business acquisitions, business bankruptcy, buyer protections, choice of law provision, Contractual obligations, Corporate governance, creditor claims, creditor-friendly laws, industry regulations, Legal Strategies, liability assumptions, M&A, merger implications, successor liability, Texas courts, Texas law, tort liabilities, transaction structuring
UNSECURED CREDITORS DISPUTE $36 MILLION SALE OF DISTRESSED SNACK MAKER BEFORE BANKRUPTCY
The seller’s unpaid creditors contend that other potential strategic partners were willing to pay between $42 million and $51 million for the seller. M&A Stories September 26, 2022 Introduction Selling a financially distressed business involves unique risks for both the…
Posted in problems with creditors of distressed business Tagged with: $36 million sale, bankruptcy, bankruptcy sale, Breach of fiduciary duty, Corporate governance, Dispute, Distressed snack maker, Financial difficulties, Lawsuit, M&A legal, Piercing the corporate veil, Private equity firm, Section 363 sale, successor liability, Unsecured creditors
CEO’s Potential Liability for Withholding Buyer’s Financials in Merger Proxy
Explore a case study involving a CEO’s potential liability for withholding critical financial information in a merger proxy. Learn about the legal implications and the court’s ruling in this M&A legal blog. M&A Stories December 24, 2020 Introduction: In mergers,…
Posted in officer duty of care, shareholder approval of deal Tagged with: audited financials, breach of duty, CEO liability, Corporate governance, Delaware law, duty of care, financial disclosure, In Re Baker Hughes Incorporated Merger Litigation, M&A legal case, merger proxy, shareholder approval, unaudited financials
Selling Your Company: Balancing Transparency and Legal Responsibilities
Learn about the legal responsibilities of a controlling shareholder to the other owners when contemplating a sale and the importance of transparency in M&A deals. Explore a real case scenario highlighting these crucial aspects. M&A Stories March 2, 2019 Introduction:…
Posted in purchase agreement Tagged with: board duty of care and loyalty, board member duties, books and records inspection, CEO responsibilities, controlling shareholder duty of care and loyalty, Corporate governance, inspection of officer and board personal emails, legal implications, M&A case study, M&A legal responsibilities, officer duty of care and loyalty, selling a company, shareholder lawsuit, shareholder rights, transparency in M&A
Buyer Beware: Unforeseen Pension Liabilities in M&A Asset Deals
Dive into the complexities of M&A asset deals with our latest blog post, ‘Buyer Beware: Unforeseen Pension Liabilities.’ Explore the cautionary tale of a private equity group navigating the legal pitfalls of acquiring a Maui hotel and assets with unionized…
Posted in federal multiemployer pension plan withdrawal liability, successor liability Tagged with: actual knowledge, Asset Deals, Asset Valuation, Business owners, Business Regulations, business risks, business strategy, Business Transactions, Buyer's Awareness, Buyer's due diligence, Buyer's liability, Case Study, cautionary tale, CFOs, constructive knowledge, Contractual obligations, Corporate governance, Corporate Law, Court decision, Deal Success, due diligence, entrepreneurs, financial consequences, Financial Impact, Financial Repercussions, Industry specifics, legal battle, Legal compliance, legal insights, Legal lessons, legal pitfalls, Legal precedent, M&A, M&A Transactions, Maui Hotel Acquisition, merger and acquisition, Multiemployer Pension Plan, Ninth Circuit Court, Pension Liabilities, Private Equity, Purchase and Sale Agreement, Seller's obligations, Unfunded Pension Benefits, Union pension plan, Unionized Employees
The Limits of Trust: Understanding Fraud Claims in M&A Revenue Projections
Dive into the intricacies of M&A negotiations with our latest blog post, ‘The Limits of Trust: Understanding Fraud Claims in M&A Revenue Projections.’ Explore real-world cases shedding light on the fine line between optimism and accountability in the dynamic world…
Posted in fraud in business sale, revenue and profit projections Tagged with: Acquisition Strategy, business ethics, business law, business negotiations, contract law, Corporate governance, due diligence, financial projections, Investor Protection, Legal Disputes, legal insights, Legal Precedents, M&A Fraud, Mergers and Acquisitions, risk management
Asset Buyer Not Liable for Race Discrimination Claim in Employee Hiring Dispute
Explore the legal intricacies of mergers and acquisitions in our latest blog post. Delve into the case of Mance v. Owings Mills Autos, LLC, as we dissect the liabilities of asset buyers regarding employee claims post-acquisition. Gain insights into asset…
Posted in hiring seller's employees, third party beneficiary clause Tagged with: Asset acquisition, Asset buyer obligations, Asset purchase agreement (APA), Business acquisitions, buyer liabilities, Corporate governance, Corporate Law, Corporate transactions, Employee rights, Employment disputes, Employment transition, Legal Liabilities, legal nuances, legal principles, M&A legal, Mance v. Owings Mills Autos LLC, Merger legalities, Race discrimination, Seller expectations, Third-party beneficiary clause
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: asset purchase agreement, Business acquisitions, business assets, business ethics, business law, business liabilities, business litigation, business ownership, buyer, Corporate governance, Court decision, court judgment, Court ruling, family drama, Fiduciary Duty, fiduciary obligation, financial matters, fraudulent actions, legal accountability, Legal Case, legal implications, Legal Saga, legal transparency, M&A Disputes, M&A legal, M&A Transactions, seller, transparency, undisclosed liabilities
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