Explore the intricacies of M&A earnouts and legal disputes in this compelling blog post dissecting the Butler v. Ferguson Enterprises Inc. case. Gain valuable insights into contract negotiations, operational matters, and the pivotal role of judicial scrutiny in post-closing disputes.…
Blog Archives
Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
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 the Legal Landscape: A Tale of Restaurant IP in M&A
Dive into the captivating world of mergers and acquisitions with our latest blog post, ‘Navigating the Legal Landscape: A Tale of Restaurant IP in M&A.’ Uncover the twists and turns of a high-stakes case involving the sale of intellectual property…
Posted in Problems with intellectual property, trademark infringement Tagged with: Asset Co IM Rest LLC v. Katzoff, case reference, court verdict, COVID-19 impact, Federal trademark law, intellectual property, Intellectual Property Assets, Legal action, legal analysis, Legal Blog, legal case study, Legal Challenges, Legal Dynamics, legal insights, Legal intricacies, Legal Landscape, Legal Saga, Legal Stories, M&A legal, M&A Trends, Manhattan federal district court, Mergers and Acquisitions, NYC Italian Restaurant, NYC Tribeca, Preliminary injunction, Restaurant Bankruptcy, Restaurant Industry, Restaurant M&A, Restaurant Trade Dress, Trade Dress Infringement
Navigating the Pitfalls: Whiskey Supplier’s Consent in M&A Sale of Distributorship
Dive into the intricate world of mergers and acquisitions with our latest blog post, ‘Navigating the Pitfalls: Whiskey Supplier’s Consent in M&A Sale of Distributorship.’ Explore the challenges faced in a recent Nashville-based distributorship asset sale, where securing the supplier’s…
Posted in Problems with franchise deals Tagged with: asset sale, Case Study, Court ruling, Det Beverages LLC v. Kentucky Bourbon Distillers LTD., distributorship sale, Franchise agreement, franchise deals, industry-specific laws, Legal action, Legal Challenges, legal insights, legal nuances, M&A legal, M&A pitfalls, Mergers and Acquisitions, Nashville distributorship, post-closure issues, state law compliance with notice to franchisor or supplier, statutory requirements, supplier's consent, whiskey industry
Sale of Vet Practice and Noncompetition Agreements
Unlock the secrets of M&A legal strategies in our latest blog post as we delve into the fascinating world of professional service business acquisitions. Explore the intricate dance between buyers and sellers, focusing on a compelling case involving the sale…
Posted in problems with noncompetition covenants, Uncategorized Tagged with: Acquirer's Objective, Business acquisitions, Business Sale, Buyer's Perspective, California law, California Specifics, case reference, Client Relationships, Competitive Clinic, Court of Appeals, Court proceedings, Court ruling, Employee Noncompetition Covenant, goodwill protection, Goodwill Safeguarding, Industry Dynamics, Legal Challenges, legal insights, Legal Strategies, M&A, M&A stories, Noncompetition agreements, Preliminary injunction, Professional Service Business, Seller's Commitment., Vet Practice Acquisition, Veterinarian Practice Sale
Selling Company’s $309 Million Stock Profit Might Avoid California Franchise Tax as Nonbusiness Income
Explore the tax implications of a $309 million stock sale and California Franchise Tax. Gain insights into the Fidelity National Info. Services, Inc. v. Franchise Tax Board case and how it impacts cross-state stock sales. July 8, 2020 Introduction: When…
Posted in nonbusiness income/sale of subsidiary, state franchise/income tax, unitary business Tagged with: business income, California Franchise Tax, cross-state stock sale, Fidelity National Info. Services, Inc. v. Franchise Tax Board, legal insights, M&A legal blog, nonbusiness income, state tax agencies, Stock sale, tax implications, tax risk
Forum Selection Clause in Buyer’s Note for Company Acquisition
Explore the importance of forum selection clauses in M&A deals. Learn from the case of Robson v. Duckpond LTD. where a forum selection clause determined the location for resolving disputes over a buyer’s promissory note in a company acquisition. October…
Landlord’s Consent Not Required for Stock Deal in M&A
Explore a legal case study on M&A transactions involving stock purchases and landlord consent. Learn how understanding lease agreements and state laws can help navigate complexities successfully. M&A Stories March 22, 2019 Introduction: In the world of mergers and acquisitions,…
Posted in purchase agreement Tagged with: Altitude Inc v Altitude Properties LLC, change of control, conversion of corporation to LLC, corporate stock purchase, landlord consent, Lease agreement, lease assignment, legal case study, legal insights, M&A complexities, M&A legal blog, Massachusetts court, membership interest purchase agreement, state laws, stock deal
Buyer Loses $21.6 Million Claim for Business Seller’s Exclusivity Breach
Explore a legal case study where a buyer lost a substantial claim due to a seller’s breach of exclusivity in an M&A deal. Learn key takeaways and legal insights. M&A Stories March 19, 2019 Introduction: When selling a privately-owned business,…
Posted in purchase agreement Tagged with: Business Seller, business terms, buyer's claim, Case Study, exclusivity breach, expectancy damages, Legal dispute, legal insights, letter of intent, liquidated damages, LOI, lost profits, M&A legal blog, M&A stories, negotiation, PSC Metals Inc v Southern Recycling LLC, reliance damages, seller's violation
Key Lessons from a Palo Alto M&A Dispute
Explore a significant M&A dispute involving a Palo Alto company and the key lessons learned from this case. Understand the importance of addressing debt subordination in M&A deals to avoid costly disputes. M&A Stories December 13, 2018 In December 2018,…
Posted in implied covenant of good faith and fair dealing, promissory note, subordination Tagged with: Bank Financing, business law, buyer-seller dispute, Court ruling, Debt Subordination, implied covenant of good faith and fair dealing, Key Lessons, Legal case reference, legal insights, M&A dispute, Mergers and Acquisitions, Palo Alto M&A Dispute, Post-Closing Down Payment, purchase price adjustments, stock purchase agreement
The Limits of Noncompetition: A Case Study in M&A
Explore the intricate world of mergers and acquisitions with our latest blog post, “The Limits of Noncompetition: A Case Study in M&A.” Delve into the complexities of noncompetition agreements through a captivating case study, highlighting the challenges faced by both…
Posted in covenant not to compete Tagged with: Appellate Division, Buyer-Seller Dynamics, California Noncompetition Laws, Case Study, Client List, Court ruling, CSI Group LLP v. Harper, Employment agreement, Employment Contracts, Goodwill, Industry Trends, Industry-Specific, Legal action, Legal Challenges, legal insights, Legal Landscape, legal nuances, Legal Reflection, M&A legal, M&A stories, Mergers and Acquisitions, New York Legal, Noncompetition agreements, Purchase agreement, Restrictive covenants, Supreme Court, Tax Clients
Recent Posts
- Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
- Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC
- Understanding M&A Asset Buyer Responsibilities for Unassumed Seller Contracts
- Navigating Real Estate Lease Assignments in M&A: A Case Study
- Navigating Earnout Disputes in Mergers & Acquisitions
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- business cards
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- buyer's covenants
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- closing
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- consent to assignment
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- continuity of ownership
- contracts
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- controlling shareholder fiduciary duty M&A
- copyrights
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- Covenants
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- customer deposits
- customer list
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- damages
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- deferred closing
- Delaware
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- denial of consent must be reasonable
- dental practice sale
- Description of business assets purchased
- determination of purchase price adjustment
- diminuation of value
- direct
- director and officer duty of care
- director liability
- directors and officers insurance policy
- discharge in bankruptcy
- disclosure schedule
- discounted cash flow or DCF
- dispute resolution procedure
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- due diligence
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- fee based upon buyer debt assumption
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- governmental approval
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- Guaranty
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- hiring seller's employees
- implied assumption of seller contract/liability
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- independent trustee
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- leases
- leases
- letter of intent
- liens
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- loss payee
- lost profits
- M&A agreement
- MAE rep
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- material
- material contracts
- material rep and warranty breach
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- membership interest purchase agreement
- mere continuation
- mere continuation exception
- merger
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- minority business participation program
- misappropriation of likeness
- misleading personal financial statement
- missing attachment to acquisition document
- modification as counteroffer
- multi-employer pension plan
- mutual mistake
- mutual mistake
- negligent misrepresentation
- net working capital adjustment
- New York
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- no solicitation of seller employees
- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income
- nonbusiness income/sale of subsidiary
- noncompete area
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- nondisclosure agreement
- nondisclosure provision
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- note payment amount adjustment
- notice
- notice provision
- officer duty of care
- offset or setoff provision
- offset right
- One class of stock
- oral contract
- oral copyright agreement
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- owner liability for company breach of financing deal
- Ownership of Target Law Firm File
- parol evidence rule
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- percentage of purchase price
- permits and certificates
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- Personal Name
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- problems with taxes
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- product line exception
- projections
- projections
- promissory estoppel
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- prudence
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- receivables
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
- rescission
- restrictive post-closing covenants
- retaliation
- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
- Right of publicity
- risk of post closing payments
- royalty
- S corporation
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
- sales tax
- sales tax imposed on equity sale of DRE
- sales tax risk
- SBA approval re PPP loan
- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
- seller owner responsibility for underreported sales tax
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- Selling shareholders problem with their board of directors
- severance benefits
- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
- state and local tax
- state approval of nonprofit hospital
- state franchise/income tax
- statute of frauds
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- stock sale
- strategic acquisition
- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
- successor liability
- sufficiency of assets rep
- supply problems
- survival of covenants
- survival of reps and warranties
- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- 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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