M&A Stories April 24, 2024 In lower middle market M&A, earnouts often spark contentious post-closing debates. And this deal is no exception. The target in this transaction engaged in the sale of home goods such as fixtures and hardware for…
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Good Faith Buyer Earnout Covenants Provide Little Protection for the Seller
Posted in problems with earnouts Tagged with: Business acquisitions, business continuity, business law, business strategies, Butler v. Ferguson Enterprises Inc., Buyer-Seller Agreements, CFO insights, Cincinnati, contract law, contract negotiations, Earnout disputes, earnouts, Entrepreneurship, judicial scrutiny, legal cases, Legal Challenges, Legal Disputes, legal implications, legal insights, legal recourse, Litigation, M&A, Mergers and Acquisitions, operational matters, operational performance, Post-closing disputes, profitability, stakeholder management
Navigating M&A Restrictive Covenants: Lessons from a Recent Legal Battle
M&A Stories December 6, 2023 Introduction: In M&A transactions, restrictive covenants play a vital role in safeguarding goodwill, yet enforcing them can pose challenges. Background: In 2007, a buyer acquired assets from a South Dakota-based seller specializing in agricultural chemicals.…
Posted in restrictive post-closing covenants Tagged with: case reference, Competitive Activities, Court Findings, Customer and Employee Solicitation, Employment agreement, Employment Relationship Termination, legal battle, legal implications, M&A Restrictive Covenants, M&A stories, M&A Transactions, Non-compete Clause, Restrictive Covenant Enforcement, South Dakota Federal District Court, Survival of Restrictive Covenants, Wilbur-Ellis Company LLC v. Jens
M&A Seller’s $70 Million Earnout Claim Survives Dismissal Motion
M&A Stories December 4, 2023 Introduction: Earnouts are a fact of life in lower middle market M&A deals. But they are risky and the seller owners need to manage those risks with specific objective buyer earnout covenants. Background: Before 2015,…
Posted in problems with earnouts Tagged with: Aircraft manufacturing challenges, American Bar Association studies, Breach of contract, Business operations commitment, Delaware court case, Dornier aircraft production, earnout dispute, Intellectual property monetization, Legal actions in M&A, legal implications, M&A Case Reference, M&A legal analysis, Ordinary course clause, post-closing issues, Stock Purchase Agreement (SPA)
Get Buyer M&A Oral Promises in the Acquisition Agreement
M&A Stories November 9, 2023 Introduction: In M&A negotiations, promises are often exchanged outside the written agreements, and surprisingly, some of these verbal commitments may hold legal weight. Background: A 2017 case involved two major industrial staffing firms in a…
Posted in problems with oral M&A promises Tagged with: Case Study, Closing transactions simultaneously, Contractual disclaimers, Fraudulent inducement, integration clause, Legal actions in M&A, legal implications, Lessons learned in M&A, M&A controversies, M&A negotiations, Management Registry v. AW Companies, Minnesota law, Oral promises, stock purchase agreement, Written agreements in business deals
M&A Legal Blog: Trademark Dispute After Acquisition
M&A Stories November 6, 2023 Introduction: In the world of M&A, trademarks are a valuable asset. However, even thorough due diligence might miss potential post-closing issues. Background: In 2017, a company started using the name “Della Terra” for a mountain-themed…
Posted in trademark infringement Tagged with: Acquisition Legal Issues, Brand Protection, Della Terra Trademark, Due Diligence Challenges, Intellectual Property Dispute, Jury Trial in Trademark Dispute, legal implications, M&A stories, M&A Trademark Dispute, South Bend Lawsuit, Terra Trailer Case, Trademark Confusion, Trademark Ownership, USPTO Registration
Navigating M&A Legal Complexities: A Close Look at Trade Secrets
Explore the legal intricacies of M&A trade secrets in this in-depth analysis of a recent case. Discover key findings, implications, and the importance of due diligence. M&A Stories November 5, 2023 Introduction: In a recent legal case, an M&A buyer…
Posted in trade secret misappropriation by former seller employee Tagged with: asset purchase agreement, Buyer's Rights, due diligence, Electronic Files, federal court, Lease Agreements, Legal Case, legal implications, M&A, M&A Transactions, misappropriation, Nebraska, Property Management, Secrecy, Seller's obligations, Trade Secret Act, trade secrets
How Unemployment Insurance Can Impact M&A Deals
Explore the legal implications of unemployment insurance on M&A transactions. Learn from a recent case involving a buyer and seller’s dispute over elevated insurance costs. M&A Stories October 23, 2023 Introduction: In the world of Mergers and Acquisitions, understanding the…
Posted in problems with seller's unemployment insurance experience rating Tagged with: asset purchase agreement, Business acquisition, Business performance, Buyer's expenses, Case reference CCI Computerworks v Evernet Consulting, Case Study, Connecticut state court, Earnings Multiples, Insurance costs, legal implications, M&A legal blog, Mergers and Acquisitions, Seller's rating, Unemployment insurance
Buyer’s Waiver of Privileged Communications Shared during Due Diligence
Learn about a court case where sharing privileged communications during due diligence led to a waiver of attorney-client privilege. Understand the implications for M&A transactions and the importance of maintaining a clear distinction between legal and commercial interests. M&A Stories…
Franchise Asset Buyer Didn’t Inherit Seller’s Unemployment Tax Experience Rating
Learn about a case where a buyer of franchise assets fought off a state’s attempt to impose the seller’s high unemployment tax experience rating due to a franchise agreement. Understand the implications and legal outcomes. Read more on our M&A…
Posted in franchise sale, seller's unemployment experience rating Tagged with: Business acquisition, buyer responsibilities, buyer's operations, experience rating, Franchise agreement, franchise assets, higher court ruling, legal implications, M&A, Mergers and Acquisitions, refund request, seller's control, Texas trial court, unemployment tax
Asset Buyer’s Liability for Pre-Closing Product Issues in M&A Deals
Explore the complexities of managing product liability risks in M&A transactions. This blog post discusses a case involving an asset acquisition, product liability claims, and the buyer’s defense against successor liability. Learn about the court’s ruling and the implications for…
Posted in sale of product line, successor liability Tagged with: Asset acquisition, Barcelo v. Teva Pharmaceuticals, Business acquisition, buyer's defense, court's ruling, fraudulent transfer, legal implications, Liability in acquisitions, M&A deals, pre-closing product issues, product liability risks, product line exception, successor liability
Recent Posts
- Delaware’s Implied Covenant of Good Faith and Fair Dealing Can’t Save $400 Million Regulatory Earnout Milestone When Government Changed Approval Pathway
- What Your Anti-Reliance Clause Cannot Do
- Make the Transfer of the Digital Assets an APA Closing Condition
- The Integration Clause Bars Seller Extracontractual Fraud Claims for Buyer Earnout Promises to Do Something in the Future
- Victorious M&A Large Strategic Buyer in Fraud Claim Should Have Had a Legal Fee Shifting Provision in APA to Recover Five Years of Litigation Fees
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- Put buy infrastructure promises in writing
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- reliance
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- royalty
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- structure of transaction
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- substantially all assets
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- tangible net worth
- target's stock options
- tax
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- Taxation
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- tolling
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- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
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- typo or scriverner's error
- UCC search
- Uncategorized
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- union fringe benefits
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- unitary business
- unjust enrichment
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- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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