Navigate the hidden legal risks of M&A in New York. This post dives into the “mere continuation” doctrine, a legal trap that can expose all-cash asset buyers to a seller’s unassumed liabilities. Learn how to identify and manage the risks…
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The Buyer’s Blind Spot How a New York Asset Deal Can Become a Legal Trap
Posted in mere continuation Tagged with: asset purchase, Avamer, business law, contractual provisions, de facto merger, deal structure, escrow, holdback, Hunter Boot, indemnification, legal risk, legal risk management, lower middle market, M&A, Mere Continuation, Mergers and Acquisitions, New York law, Private Equity, strategic buyers, successor liability
The Fatal Flaw in an Earnout: How a Seller Lost a Claim with the Wrong Dispute Clause
In M&A deals, earnouts can lead to a costly trap. Discover how a seller lost a multi-million dollar claim in a recent federal court case by having the wrong contractual provisions. This post breaks down the critical difference between an…
Posted in earnout dispute resolution procedure, problems with earnouts Tagged with: asset purchase agreement, Breach of contract, Business owners, contractual provisions, Crest Foods v. Fat Brands, dealmaking, dispute resolution, due diligence, earnout, Earnout disputes, Franchise acquisition, franchisor, indemnification, legal advisors, legal risk, Litigation, lower middle market, M&A, Mergers and Acquisitions, Post-Closing, pre-closing, private company, purchase price adjustment, survival clause, Valuation
The De Facto Merger Trap Successor Liability in Equity Rollover Asset Acquisitions M&A Stories
Navigate the often-unseen dangers of de facto merger in M&A asset acquisitions involving equity rollover. Discover how a recent court ruling reveals the critical need for proactive pre-closing measures to manage known seller liabilities, even when contractually excluded. This post…
Posted in buyer equity, problems with successor liability Tagged with: Acquisition Strategy, Asset acquisition, Buyer equity, Corporate Law, de facto merger, due diligence, equity rollover, escrow, Great Point Inc., known liabilities, legal risk, lower middle market, M&A advisors, M&A legal, NE Fibers LLC, PE deals, pre-closing steps, Private Equity, Rhode Island law, risk management, successor liability, transaction structure
Unseen Ties: Mitigating Conflict of Interest Risks in M&A Vendor Relationships
Navigate the complexities of M&A with insights into mitigating hidden risks in vendor contracts. This article dissects a recent case highlighting the dangers of undisclosed conflicts of interest involving a target company’s insiders and key service providers. Learn practical pre-closing…
Posted in Problem with Vendors and Suppliers Tagged with: Acquisition Agreement, April 2025, Business acquisition, buyer protection, CEO conflict, conflict of interest, contractual provisions, Corporate Law, due diligence, indemnification, Indiana Court of Appeals, Legal Blog, legal risk, litigation risk, lower middle market, M&A advisors, M&A legal, M&A Strategy, medical billing, Mergers and Acquisitions, pre-closing, Private Equity, radiology services, representations and warranties, Risk mitigation, Seller obligations, software vendor, transaction law, undisclosed interest, vendor contracts, Zotec v Hulsey
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