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The Perils of Unfinished Accounting: A Cautionary Tale for M&A Sellers

Posted on April 6, 2025 by mklaw_admin

Navigate the complexities of M&A law with insights into recent cases impacting buyers and sellers in the lower middle market. This post analyzes the PDS Acquisition v. KDHM ruling, revealing a crucial pitfall for sellers regarding the treatment of earned…

Posted in Earned customer deposits, Excluded Assets Tagged with: accounting, APA, asset purchase agreement, Business acquisition, Business Sale, buyer representation, Buying Established Business Assets, contract law, customer deposits, due diligence, earned revenue, excluded assets, John McCauley, Legal Blog, legal risk, lower middle market, M&A, M&A litigation, Mergers and Acquisitions, MK Law, offsetting accounts receivable, Post-Closing Dispute, private company, seller representation, Selling Established Business Assets, Texas law, unearned revenue

Buyer’s Dispute Over $1.5 Million Judgment: Who’s Responsible?

Posted on January 11, 2019 by John McCauley

Explore a legal dispute in M&A involving a Nigerian business and a Louisiana shipbuilding company. Learn about the “mere continuation” exception in Louisiana law and its implications for successor liability. Dive into the complexities of this case and its impact…

Posted in asset purchase agreement, Buyer beware, continuity of enterprise exception, mere continuation exception, successor liability Tagged with: $1.5 million judgment, Buyer's dispute, case reference, Hadassa Investment Security Nigeria LTD Swiftships Shipbuilders LLC, John McCauley, legal principles, Louisiana law, Louisiana shipbuilding company, M&A legal blog, M&A stories, mere continuation exception, Nigerian business, successor liability

Delaware Court Rules Buyer Must Honor Post-Closing Payments Despite Seller’s Breach

Posted on November 15, 2018 by John McCauley

Explore the implications of a recent M&A case in Delaware (Post Holdings, Inc. v. NPE Seller Rep LLC), emphasizing the importance of honoring post-closing payments despite alleged breaches by the seller. Gain insights into contractual obligations, indemnification claims, and the…

Posted in escrow, offset or setoff provision, stock purchase agreement Tagged with: Breach of contract, business law, Buyer-seller disputes, Contractual obligations, Court ruling, Delaware Court, escrow fund, Indemnification claims, Indemnification obligations, John McCauley, legal analysis, legal battle, M&A Case, M&A stories, misrepresentations, Post Holdings Inc. NPE Seller Rep LLC, post-closing payments, stock purchase agreement

Maryland Court Upholds Forum Selection Clause in M&A Dispute

Posted on September 26, 2018 by John McCauley

Explore the Peterson v. Evapco, Inc. case where a Maryland court enforced a forum selection clause in an M&A legal battle. Understand the implications of forum selection clauses in confidentiality agreements and their impact on non-signatories involved in business transactions.…

Posted in covenant not to compete, enforce against nonparty, forum selection clause, nondisclosure agreement Tagged with: appellate court, Business Transactions, buyer-seller relationship, case reference, commercial HVAC industrial process power industrial refrigeration markets, competition prohibition, confidentiality agreement, contractual arrangements, Court decisions, dispute resolution, Forum selection clause, John McCauley, Legal action, legal development, legal implications, M&A agreements, M&A legal battle, Maryland court, Maryland law, Maryland state court, noncompetition agreement, Personal Jurisdiction, Peterson v. Evapco Inc.