Unlock critical insights for lower middle market M&A. This post reveals a non-obvious risk for sellers relying on earnouts: what happens when the selling entity faces post-closing bankruptcy? Learn crucial pre-closing contractual strategies to protect your earnout and navigate complex…
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Protecting Your Earnout in a Post-Closing Seller Bankruptcy
Posted in earnouts in bankruptcy, problems with earnouts Tagged with: APA, asset purchase agreement, bankruptcy law, Business Sale, Buyer's Perspective, Chapter 11, contingent payment, contract drafting, contract rejection, contractual provisions, Corporate Law, deal-making, distressed M&A, due diligence, Earnout Provisions, earnouts, legal advice, Legal Disputes, legal risk management, lower middle market M&A, M&A, M&A advisors, M&A litigation, Mergers and Acquisitions, negotiation strategies, Post-closing adjustments, post-closing obligations, pre-petition debt, private company M&A, Purchase Price, sale of business, seller bankruptcy, Seller's Perspective, transaction structuring, vested rights
Beyond the Balance Sheet: Why Sellers Must Confront Hidden Tax Liabilities Before a Deal
Uncover the critical pre-sale strategies that can safeguard your M&A deal. This insightful post delves into how hidden and unaddressed tax liabilities can derail transactions and lead to costly post-closing litigation for sellers. Drawing lessons from a recent Delaware Court…
Posted in problems with taxes Tagged with: Business owners, contract law, Corporate Law, deal value, Delaware Court of Chancery, due diligence, federal telecommunications tax, hidden taxes, indemnification, legal advisors, legal risk management, lower middle market, M&A, M&A advisors, M&A litigation, Mergers and Acquisitions, Post-closing disputes, pre-closing, pre-sale cleanup, private company sale, risk management, sales tax, seller due diligence, sellers, state and local tax, statute of limitations, tax cleanup, tax compliance, tax liabilities, undisclosed taxes, VDA, voluntary disclosure agreement
Defining Ordinary Course A Crucial Carve-Out Lesson for M&A Buyers
Learn how to avoid common M&A litigation pitfalls in carve-out transactions. This blog post unpacks a critical New York M&A case, revealing why precise contract drafting, especially for “ordinary course of business” clauses in carved-out segments, is vital for buyers.…
Posted in ordinary course of business Tagged with: acquisition risk, advertising dispute, asset purchase agreement, Boilerplate clauses, Business acquisition, Buyer Beware, call center acquisition, carve-out transaction, contract drafting, contract negotiation, Corporate Law, deal protection, dispute resolution, due diligence, indemnification, Legal precedent, legal risk management, legal strategy, lower middle market, M&A advisor, M&A best practices, M&A legal, M&A litigation, New York M&A law, ordinary course of business, Post-closing disputes, private target, RIFs, seller defense
Navigating M&A Disputes Ensure Your Forum Selection Clause Doesn’t Undermine Arbitration
Discover how unharmonized arbitration clauses with forum selection clauses in M&A agreements create costly litigation. This post analyzes a recent Fifth Circuit case to show lower middle market buyers, sellers, and their advisors how precise pre-closing drafting of these provisions…
Posted in arbitration, dispute resolution provision, problems with forum selection clauses Tagged with: arbitration clause, asset purchase agreement, Business acquisition, contract drafting, contract negotiation, Corporate Law, deal value, dispute resolution, Earnout disputes, FAA, Federal Arbitration Act, Forum selection clause, legal pitfalls, legal risk management, lower middle market M&A, M&A best practices, M&A Disputes, M&A legal, M&A litigation, Odom Industries, pre-closing risks, private target businesses, Sipcam Agro Solutions, transaction advisory, working capital adjustments
The De Facto Merger Trap Successor Liability in Equity Rollover Asset Acquisitions M&A Stories
Navigate the often-unseen dangers of de facto merger in M&A asset acquisitions involving equity rollover. Discover how a recent court ruling reveals the critical need for proactive pre-closing measures to manage known seller liabilities, even when contractually excluded. This post…
Posted in buyer equity, problems with successor liability Tagged with: Acquisition Strategy, Asset acquisition, Buyer equity, Corporate Law, de facto merger, due diligence, equity rollover, escrow, Great Point Inc., known liabilities, legal risk, lower middle market, M&A advisors, M&A legal, NE Fibers LLC, PE deals, pre-closing steps, Private Equity, Rhode Island law, risk management, successor liability, transaction structure
Unseen Ties: Mitigating Conflict of Interest Risks in M&A Vendor Relationships
Navigate the complexities of M&A with insights into mitigating hidden risks in vendor contracts. This article dissects a recent case highlighting the dangers of undisclosed conflicts of interest involving a target company’s insiders and key service providers. Learn practical pre-closing…
Posted in Problem with Vendors and Suppliers Tagged with: Acquisition Agreement, April 2025, Business acquisition, buyer protection, CEO conflict, conflict of interest, contractual provisions, Corporate Law, due diligence, indemnification, Indiana Court of Appeals, Legal Blog, legal risk, litigation risk, lower middle market, M&A advisors, M&A legal, M&A Strategy, medical billing, Mergers and Acquisitions, pre-closing, Private Equity, radiology services, representations and warranties, Risk mitigation, Seller obligations, software vendor, transaction law, undisclosed interest, vendor contracts, Zotec v Hulsey
Beyond the Lease: Understanding Third-Party Restrictions in M&A Deals
Navigate the complexities of M&A deals involving leased properties. This insightful blog post dissects the In re Big Lots, Inc. case, revealing the hidden risks lurking beyond the standard lease agreement. Learn how buyers, sellers, and advisors in the lower…
Posted in Uncategorized Tagged with: asset purchase agreement, bankruptcy sale, business law, commercial leases, Corporate Law, due diligence, landlord issues, Lease Agreements, legal analysis, lower middle market, M&A legal, Mergers and Acquisitions, Post-closing disputes, real estate due diligence, recorded covenants, Risk mitigation, third-party agreements, transactional law, use restrictions
Court Holds M&A Agreement’s Limitation of Ohio’s Statute of Limitation Unenforceable
This blog explores a recent Ohio federal district court ruling, which rendered an M&A agreement’s limitation on the statute of limitations unenforceable. It highlights the nuances of survival clauses in asset purchase agreements and their legal implications for sellers in…
Posted in problems with survival provisions Tagged with: asset purchase agreement, asset sale, business litigation, business transaction, buyer indemnification claims, contractual limitations, Corporate Law, Deferred Purchase Price, indemnification, Legal compliance, Legal dispute, M&A, M&A agreements, M&A negotiation, M&A seller, M&A terms, Ohio federal court, Ohio law, Post-closing disputes, state law variations, statute of limitations, survival clause
M&A Buyer’s Restrictive Covenants Tested Under Delaware Law
Explore the complexities of M&A restrictive covenants in our latest blog post, “M&A Buyer’s Restrictive Covenants Tested Under Delaware Law.” This post delves into a recent case involving a strategic acquisition in the timberland management and forestry consulting industry. The…
Posted in noncompete area, noncompetition covenant term, nonsolicitation of employees and customers, problems with noncompetition covenants, restrictive post-closing covenants Tagged with: appraisal services, asset purchase agreement, blue penciling, business goodwill, competitive business practices, Corporate Law, Court decisions, cross-border agreements, Delaware law, Employment law, enforceability, forestry consulting, legal analysis, M&A legal disputes, M&A Transactions, non-compete clauses, non-solicitation clauses, Preliminary injunction, Restrictive covenants, strategic acquisition, timberland management
M&A Asset Buyer’s Hail Mary Argument in $200 Million Liability Dispute
Explore the intricacies of asset acquisitions in the latest M&A dispute involving Rite Aid’s pharmacy benefit management business. This blog delves into the legal debate over assumed liabilities, highlighting a $200 million dispute between the buyer and seller over Walgreens…
Posted in assumed liabilities Tagged with: and vs or, asset acquisitions, Assumed liabilities, Bankruptcy court, BDO, Buyer's liability, Corporate Law, Court ruling, current liabilities, CVS, delinquent liabilities, due diligence, Financial Due Diligence, legal interpretation, legal strategy, Liability assumption, liability definition, M&A case study, M&A legal disputes, M&A litigation, M&A transaction, PBM, pharmacy benefit management, Purchase agreement, Rite Aid, trade payables, Walgreens, working capital account
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