Discover how ambiguous language in M&A noncompete carve-outs can lead to costly post-closing litigation for lower middle market businesses. This deep dive into a recent court case highlights critical pre-closing drafting mistakes by sellers and offers actionable strategies for buyers,…
Blog Archives
The Cost of Ambiguity: Protecting Retained Businesses from Overly Broad M&A Noncompetes
Posted in Uncategorized Tagged with: "as currently conducted" clause, Acquisition Agreement, asset purchase agreement, Business acquisition, business owner advice, Business Sale, buyer overreach, carve-out provision, contract drafting, contract language, contractual ambiguity, deal negotiation, Delaware Court, Goodwill, HVAC service business, legal advisor insights, legal risk management, litigation avoidance, lower middle market, M&A, M&A advisor, noncompete agreement, Post-closing disputes, pre-closing mistakes, private target, Restrictive Covenant, retained business, Seller Protection, skylight manufacturing
DELAWARE COURT ORDERS BUYER TO HONOR M&A DEAL DESPITE PANDEMIC CHALLENGES
In this M&A legal blog, we explore a case where a buyer tried to back out of an acquisition agreement due to pandemic challenges. Discover how the Delaware Court of Chancery ruled in favor of the seller, emphasizing the importance…
Posted in best efforts to secure financing, buyer's covenants, Covenants, specific performance Tagged with: Court of Chancery, deferred closing, Delaware, Delaware Court, financing condition, financing contingency, Inc., Legal Blog, LLC v. KCAKE Acquisition, M&A, pandemic challenges, Snow Phipps Group, specific performance
Delaware Court Allows Buyer’s Claims Against Seller for Breach and Fraud in Business Acquisition
Explore a significant M&A legal case where a Delaware court permitted a buyer to pursue claims against a seller for breach and fraud in a business acquisition. Get insights into the buyer’s legal battle and the implications of acquisition agreement…
Posted in damages, exclusive remedy, fraud carveout, indemnification cap Tagged with: acquisition agreement terms, Buyer's Claims, Delaware Court, Firmenich Incorporated v. Natural Flavors, fraud in business acquisition, Inc., industry compliance, Legal dispute, M&A legal case, M&A litigation, organic certificates, organic product manufacturing, seller breach
Delaware Court’s Decision on Escrow Dispute in M&A Agreement
Explore the Delaware Court’s landmark decision on an escrow dispute in an M&A agreement, highlighting the importance of the difference between alternative dispute resolution procedures of expert determination and arbitration, and its impact on M&A disputes. M&A Stories February 5,…
Posted in alternative dispute resolution, M&A agreement Tagged with: arbitration, contract qualification, Delaware Court, Delaware Court of Chancery, dispute resolution, escrow dispute, expert determination, independent accountant, legal battle, Legal Blog, LLC, M&A, M&A agreement, Ray Beyond Corp v Trimaran Fund Management
Delaware Court Allows Shareholder Lawsuit Against Company for Unlawful Interference in Stock Sale to Chinese Private Equity Firm
Explore a recent legal development as a Delaware court permits a shareholder lawsuit against a Palo Alto-based private company involved in big data analytics. Delve into the details of the failed sale of common and preferred stock to a Chinese…
Posted in tortious interference with prospective economic advantage Tagged with: big data analytics, breach of duty, Chinese private equity firm, Confidential information, Contractual agreements, Court ruling, Delaware Court, KT4 Partners LLC, Legal action, M&A legal blog, Palantir Technologies, shareholder lawsuit, Stock sale, tortious interference
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