Explore the intricate world of M&A transactions through our latest blog post, ‘Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC.’ Uncover the strategic use of earnouts, the risks they pose for both buyers…
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Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC
Posted in problems with earnouts Tagged with: asset purchase agreement, Breach of contract, Business acquisition, case reference, Court proceedings, dispute resolution, earnouts, EBITDA metrics, financial metric disputes, fraud claims, Houston federal district court, independent accountant, Industry Insights, Legal Blog, Legal Disputes, Legal lessons, M&A Risks, M&A Transactions, Nomar Enterprises LLC v. Rugged Solutions America LLC, rugged computer industry, strategic management
Ambiguous Payment Provision Sparks Legal Dispute
Explore the pitfalls of unclear purchase money note adjustment provisions in M&A agreements through the Bloom Master Inc. v. Bloom Master LLC. case. Learn how to avoid disputes with these M&A agreement recommendations. June 9, 2019 M&A Stories Introduction: In…
Posted in agreement to agree is unenforceable, note payment amount adjustment, promissory note, purchase price, purchase price adjustment Tagged with: agreement to agree, Ambiguity in agreements, Annual interest rate, Asset deal dispute, Bloom Master case analysis, Bloom Master Inc. v. Bloom Master LLC., Clarity in contracts, Contract adjustment, Contract clarity, Contract dispute resolution, Expected sales numbers, Legal disputes in M&A, Legal lessons, M&A agreement terms, M&A contract recommendations, M&A litigation, Note payment provisions, Purchase money note, Purchase money note adjustment, Sales expectations
Legal Lessons from M&A: Navigating Risks in Minority Business Participation Programs
Explore a recent M&A case where a Spanish conglomerate faced post-closure challenges due to federal law violations in a New York-based construction company. Gain insights into the importance of due diligence in navigating risks associated with minority business participation programs…
Posted in due diligence, minority business participation program, no pending government investigations or inquiries, representations and warranties, stock purchase agreement Tagged with: Business Compliance, Construction Industry, Court decisions, due diligence, Federal Law Violations, Government Investigations, Legal action, Legal lessons, M&A, Metropolitan Transit Authority, Minority Business Participation Programs, New York City Department of Environmental Protection, risk management, Schiavone v. Dragados SA, stock purchase agreement, Third Circuit
Unraveling Deceptive Practices in M&A: Lessons from Sharma v. USA International, LLC
Explore the intricate world of M&A with our latest blog post, “Unraveling Deceptive Practices in M&A: Lessons from Sharma v. USA International, LLC.” Delve into the cautionary tale that emerged post-acquisition, revealing the legal battle stemming from misrepresented sales figures…
Posted in due diligence, fraud in business sale Tagged with: acquisition pitfalls, Auntie Anne’s franchise, boardroom insights, Business acquisition, business ethics, business ownership, business pitfalls, CFO guidance, Checkers franchise, Court Case, Court decisions, deceptive practices, due diligence, financial discrepancies, financial scrutiny, Legal action, legal battle, Legal lessons, legal scrutiny, M&A, M&A Transactions, Mergers and Acquisitions, real-world lessons, Sharma v. USA International LLC, USA International LLC
Asset Buyer Responsible for Liability of Unpurchased Seller Division
Explore the legal intricacies of M&A in our latest blog post, “Asset Buyer Responsible for Liability of Unpurchased Seller Division.” Dive into a real-life case, Intuitive Surgical Operations, Inc. v. Midbrook, LLC, that sheds light on the critical importance of…
Posted in buyer's assumption of seller liabilities in asset acquisition Tagged with: Asset Buyer Liability, Asset purchase agreements, Assumed liabilities, business contracts, Buyer Obligations, Buyer's responsibility, CFOs, Contractual obligations, creditor lawsuit, defaulted loan, entrepreneurs, excluded divisions, financial implications, Intuitive Surgical Operations Inc. v. Midbrook LLC, legal entanglements, legal foresight, Legal intricacies, Legal lessons, legal ramifications, M&A Case, M&A Transactions, Post-closing disputes, precision in drafting, wealth advisers
Buyer Beware: Unforeseen Pension Liabilities in M&A Asset Deals
Dive into the complexities of M&A asset deals with our latest blog post, ‘Buyer Beware: Unforeseen Pension Liabilities.’ Explore the cautionary tale of a private equity group navigating the legal pitfalls of acquiring a Maui hotel and assets with unionized…
Posted in federal multiemployer pension plan withdrawal liability, successor liability Tagged with: actual knowledge, Asset Deals, Asset Valuation, Business owners, Business Regulations, business risks, business strategy, Business Transactions, Buyer's Awareness, Buyer's due diligence, Buyer's liability, Case Study, cautionary tale, CFOs, constructive knowledge, Contractual obligations, Corporate governance, Corporate Law, Court decision, Deal Success, due diligence, entrepreneurs, financial consequences, Financial Impact, Financial Repercussions, Industry specifics, legal battle, Legal compliance, legal insights, Legal lessons, legal pitfalls, Legal precedent, M&A, M&A Transactions, Maui Hotel Acquisition, merger and acquisition, Multiemployer Pension Plan, Ninth Circuit Court, Pension Liabilities, Private Equity, Purchase and Sale Agreement, Seller's obligations, Unfunded Pension Benefits, Union pension plan, Unionized Employees
Avoiding Escrow Woes: A Cautionary Tale for M&A Participants
Dive into the intricacies of mergers and acquisitions with our latest blog post, ‘Avoiding Escrow Woes: A Cautionary Tale for M&A Participants.’ Explore the real-world case of The HC Companies, Inc. v. Myers Industries, Inc., and unravel the complexities surrounding…
Posted in indemnification, timely objection to indemnification claim Tagged with: attention to detail, Breach of contract, business assets, business ecosystem, business enthusiasts, business litigation, business protection, Business Transactions, case analysis, cautionary tale, Court of Chancery, Court rulings, Delaware, diligence, Entrepreneurial insights, escrow, Indemnification claims, Legal Challenges, Legal Disputes, Legal intricacies, Legal lessons, litigation outcomes, M&A legal, M&A practitioners, Mergers and Acquisitions, The HC Companies Inc. v. Myers Industries Inc., timely objections
Ensuring Inventory Accuracy in M&A Deals: A Cautionary Tale
In this insightful blog post, delve into the intricate world of mergers and acquisitions as we uncover a cautionary tale highlighting the critical importance of inventory accuracy in deal-making. Learn from a real-life case study and discover the essential role…
Posted in Description of business assets purchased Tagged with: American Welding & Gas, Arc Welding Supply Co., asset purchase agreement, Asset Valuation, Business acquisitions, business growth, business risks, Case Study, Clarity in contracts, Contractual agreements, deal-making, Inventory accuracy, inventory assessment, inventory verification, investment protection, legal diligence, Legal Disputes, Legal lessons, M&A deals, Mergers and Acquisitions, post-closing audits
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