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

Pharmacy Sale Earnout Dispute: Buyer’s Good Faith Questioned in Court

Explore a real M&A case where an earnout agreement led to a legal dispute. Learn how buyer-seller dynamics and the duty of good faith played a crucial role in the court’s decision. M&A Stories March 19, 2019 Introduction: When buyers

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

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

Court Deems Non-Compete in M&A Employment Agreement Unenforceable

Explore a recent M&A case where a court ruled a non-compete clause in an employment agreement unenforceable. Delve into key details, including the background, agreements, termination, legal dispute, court’s decision, severance dispute, and trade secret allegations. M&A Stories September 17,

Posted in covenant not to compete, customer list, trade secret misappropriation Tagged with: , , , , , , , , , , , , , , , , , , , , , , ,

Navigating Earnout Risks in RV Business Sales

Explore the complexities of business acquisitions in the recreational vehicle (RV) industry. Learn from a case study involving a Dallas-Fort Worth RV window shade manufacturer, the intricacies of earnout mechanisms, and the legal challenges faced post-acquisition. Gain valuable insights for

Posted in anti-reliance clause, earn outs, fraud in business sale Tagged with: , , , , , , , , , , , , , ,

New Mexico Court Clarifies Buyer Liability in Asset Purchase of Tar Lugger Business

Explore the intricacies of buyer liability in an asset purchase involving a tar lugger business, as clarified by a recent New Mexico court decision. Understand the legal dispute, court’s ruling, key points, and implications for buyers in asset purchase transactions.

Posted in de facto merger exception, earnout as ownership interest in buyer, successor liability 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: , , , , , , , , , , , , , , , , , , ,

Delaware Court Ruling: Buyer’s Owner Held Liable for Fraudulent Statements Outside Asset Purchase Agreement

Dive into the intricate world of mergers and acquisitions with our latest blog post, ‘Delaware Court Ruling: Buyer’s Owner Held Liable for Fraudulent Statements Outside Asset Purchase Agreement.’ Explore the fallout of a significant legal decision in Flowshare, LLC v.

Posted in fraud in business sale, integration clause Tagged with: , , , , , , , , , , , , , , , , , , , ,

Court Upholds Product Liability Carrier’s Right to Sue Seller for Indemnification in Asset Purchase Agreement Dispute

Explore the legal intricacies of M&A in our latest blog post as we dissect a riveting case, “Liberty Mutual Fire Insurance Company v. BRG Sports, Inc.” Uncover the aftermath of an undisclosed design flaw in an asset purchase agreement that

Posted in asset seller's liabilities, compliance with all applicable laws, excluded liabilities, representations and warranties Tagged with: , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,

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

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