Protect your M&A deal: A missing anti-reliance clause cost a buyer six years of litigation in a Delaware earnout dispute. Learn how lower middle market buyers can use this critical pre-closing legal tool to bar seller’s extracontractual fraud claims and…
Blog Archives
Buyer Beware: How a Missing Anti-Reliance Clause Can Lead to Six Years of Earnout Litigation
Posted in anti-reliance clause, problems with earnouts Tagged with: Acquisition Agreement, anti-reliance clause, asset purchase agreement, business law, buyer protection, Camaisa v. Pharmaceutical Research Associates, cloud technology M&A, Court of Chancery, Delaware law, earnout dispute, earnout negotiation, extracontractual fraud, legal advisors, legal due diligence, lower middle market M&A, M&A legal risk, M&A litigation, merger agreement, pre-closing risk management, private target business, seller representations, stock purchase agreement
M&A Lesson: Why Your Working Capital Deadlines Need Enforceable Consequences
Navigating the post-closing working capital adjustment in an M&A deal can be fraught with legal risks. This blog post uses a recent Delaware court case to highlight a common mistake and reveals how sellers and their advisors can protect a…
Posted in dispute resolution procedure, net working capital adjustment, purchase price adjustment, working capital adjustment Tagged with: asset purchase agreement, business law, contractual provisions, deal terms, Delaware law, due diligence, legal risk management, lower middle market, M&A advisors, M&A contract, M&A for sellers, M&A legal, M&A litigation, M&A mistakes, private target M&A, purchase price adjustment, working capital adjustment
The Price of an Informal Disclosure: The Hidden M&A Seller Mistake
Discover why informal disclosures can’t protect you in M&A. This blog post examines a Delaware case where a seller’s oral disclosure led to a multi-million dollar lawsuit, highlighting the critical need for contractual carve-outs in lower middle market deals. Learn…
Posted in Problems with financials Tagged with: APA, asset purchase agreement, Business acquisition, buyer due diligence, contractual provisions, Delaware law, disclosure schedules, indemnification, legal risk management, lower middle market M&A, M&A advisors, M&A Due Diligence, M&A law, M&A litigation, M&A mistakes, M&A negotiation, pre-closing, private company M&A, representations and warranties, seller mistakes
Does Your M&A Choice of Law Provision Cover Statutes of Limitation?
When a deal goes wrong, does your M&A contract protect you? Learn a crucial, non-obvious mistake about choice of law and statutes of limitations that can leave buyers and sellers vulnerable, and discover the simple contractual fix to protect your…
Posted in boilerplate provisions, choice of law provision, statute of limitations Tagged with: Breach of contract, choice of law provision, Contractual Remedies, Delaware law, equitable tolling, fraud in the inducement, legal risk management, lower middle market, M&A advisors, M&A contracts, M&A Due Diligence, M&A law, M&A litigation risk, M&A mistakes, Mergers and Acquisitions, New York law, pre-closing legal strategy, private target businesses, statute of limitations
The Sandbagging Trap: Why M&A Buyers Need Explicit Protection Under California Law
This blog post explores the critical and often overlooked “sandbagging” risk for M&A buyers in California. Learn why a buyer’s knowledge of a seller’s false representation can undermine post-closing claims under California law, a stark contrast to Delaware’s pro-sandbagging stance.…
Posted in Uncategorized Tagged with: Acquisition Agreement, anti-sandbagging, Arwood v. Aw Site Services, Breach of contract, California law, contractarian, Delaware law, due diligence, Hauter v. Zogarts, indemnification, Legal Blog, lower middle market, M&A, M&A Risk Management, Mergers and Acquisitions, Private Equity, pro-sandbagging, reliance, representations and warranties, reps and warranties, sandbagging clause, Strategic buyer, Telephia
When Private Equity’s Global Strategy Undermines Earnouts
This blog delves into the legal complexities of earnouts in private equity acquisitions, using a recent Delaware Superior Court case as a key example. It explores the risks sellers face when private equity firms orchestrate strategic decisions that negatively affect…
Posted in private equity, problems with earnouts Tagged with: Acquisition Agreements, affiliate immunity, breach of earnout, Business acquisition, buyer group, corporate group law, Delaware law, Delaware Superior Court, Earnout disputes, Earnout Provisions, earnouts, EBITDA performance, M&A acquisitions, M&A Legal Risks, PE firm accountability, PE firm liability, portfolio company, Private Equity, private equity sponsor, Punitive damages, seller protections, strategic decisions, tort claims, tortious interference
Recovering Legal Fees When Enforcing M&A Restrictive Covenants
Explore the intricate world of enforcing restrictive covenants in M&A transactions with our latest blog post. Dive into a compelling case study involving a $20 million acquisition in the education and risk management sector. We delve into the legal challenges…
Posted in Attorney's Fee Provision, noncompetition covenant Tagged with: Appellate court decisions, asset purchase agreement clauses, Compensatory Damages, Delaware law, education sector mergers, enforcing non-compete agreements, injunctions in M&A cases, legal challenges in M&A, legal fees in M&A disputes, litigation management industry, M&A case studies, M&A Restrictive Covenants, risk management acquisitions
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 Liability for Unpaid Invoices: A Legal Case Analysis
Explore the complexities of asset buyer liability in M&A transactions through a legal case analysis. Delve into successor liability and its application in a recent court decision. M&A Stories October 19, 2023 Introduction: In the world of mergers and acquisitions…
Posted in problems with successor liability Tagged with: asset purchase agreement, asset sale, Cleveland-Cliffs Burns Harbor LLC v Boomerang Tube LLC, Corporate continuity, Delaware Court of Chancery, Delaware law, legal case analysis, Legal theories in M&A, Liability for unpaid invoices, M&A asset buyer, M&A transaction, Mere Continuation, Successor entity, successor liability, Unpaid invoice collection, Vendor's lawsuit
Recent Comments