Protect your M&A deal from legal collapse. Learn how the omission of a mandatory seller cooperation covenant created contract ambiguity that derailed a medical marijuana dispensary acquisition. Essential reading for buyers and advisors on managing regulatory license transfer risk post-signing.…
Blog Archives
When an Integration Clause Alone Can Block an M&A Extracontractual Fraud Claim
Explore the powerful, yet specific, defense offered by an Integration Clause in M&A disputes. This analysis of a recent Delaware Court of Chancery decision, Park7 Student Housing v. PR III, shows how a clear Integration Clause can protect lower middle…
Posted in anti-reliance clause, extra-contractual fraud, fraud in business sale, integration clause Tagged with: Acquisition Agreement, anti-reliance clause, asset purchase agreement, closing conditions, contract defenses, contractual language, deal protection, Delaware Court of Chancery, equity purchase agreement, extracontractual fraud, Fraudulent inducement, integration clause, legal risk management, LLC equity acquisition, lower middle market M&A, M&A contracts, M&A litigation, membership interest purchase agreement, Park7 Student Housing, private target acquisition, seller side risk management, stock purchase agreement, unit purchase agreement
M&A Lesson: Why Your Working Capital Deadlines Need Enforceable Consequences
Navigating the post-closing working capital adjustment in an M&A deal can be fraught with legal risks. This blog post uses a recent Delaware court case to highlight a common mistake and reveals how sellers and their advisors can protect a…
Posted in dispute resolution procedure, net working capital adjustment, purchase price adjustment, working capital adjustment Tagged with: asset purchase agreement, business law, contractual provisions, deal terms, Delaware law, due diligence, legal risk management, lower middle market, M&A advisors, M&A contract, M&A for sellers, M&A legal, M&A litigation, M&A mistakes, private target M&A, purchase price adjustment, working capital adjustment
Protecting Earnouts The Critical ‘Consistent with Past Practice’ Provision
Navigating M&A earnouts can be a high-stakes game. This blog post explores a recent Delaware court case to reveal a common but costly mistake made by sellers. Learn how a single, overlooked provision—the “consistent with past practice” clause—could have prevented…
Posted in Calculating Earnout Metrics, Consistent with past practice of acquired business, problems with earnouts Tagged with: accounting policies, Acquisition Strategy, Business Valuation, Cheffers v. Ideagen, consistent with past practice, contingent consideration, contractual provisions, Delaware court case, earnout clauses, Earnout disputes, legal advisors, legal risk management, lower middle market, M&A earnouts, M&A lawyers, M&A litigation, merger agreement, private company acquisition, Private Equity, seller due diligence, strategic buyers
Cybersecurity Risk: Why Sellers Need Pre-M&A Due Diligence
Don’t let a cyberattack derail your M&A deal. This post reveals a critical lesson from a $4 million wire fraud case, showing why cybersecurity is a seller’s liability, not just a buyer’s concern. Learn about the two-part pre-closing defense—seller-side due…
Posted in cybersecurity risks Tagged with: asset purchase agreement, closing protocol, cybersecurity risk, Jennings v. Whiteford Taylor & Preston LLC, legal counsel, legal risk management, lower middle market, lower middle market M&A, M&A advisors, M&A Disputes, M&A Due Diligence, M&A legal, M&A litigation, merger agreement, pre-closing mistakes, private company sale, Purchase Price, secure wire transfer, seller due diligence, stock purchase agreement, wire fraud
The Price of an Informal Disclosure: The Hidden M&A Seller Mistake
Discover why informal disclosures can’t protect you in M&A. This blog post examines a Delaware case where a seller’s oral disclosure led to a multi-million dollar lawsuit, highlighting the critical need for contractual carve-outs in lower middle market deals. Learn…
Posted in Problems with financials Tagged with: APA, asset purchase agreement, Business acquisition, buyer due diligence, contractual provisions, Delaware law, disclosure schedules, indemnification, legal risk management, lower middle market M&A, M&A advisors, M&A Due Diligence, M&A law, M&A litigation, M&A mistakes, M&A negotiation, pre-closing, private company M&A, representations and warranties, seller mistakes
The Buyer’s Blind Spot How a New York Asset Deal Can Become a Legal Trap
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…
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 Earnout Gap The M&A Mistake Your Client Will Pay For
Don’t let your client’s earnout disappear. This post exposes the M&A mistake sellers make by accepting vague buyer promises and offers a legal strategy to protect your client’s deal. M&A Stories August 12, 2025 When negotiating the sale of a…
Posted in problems with earnouts Tagged with: Acquisition Agreement, asset purchase, Breach of Covenant, Business owners, contract drafting, due diligence, earnouts, fraud in the inducement, legal advisors, legal risk management, lower middle market, M&A legal blog, M&A litigation, M&A negotiation, Post-Closing Performance, Primal Life Holdings, private business, protecting earnouts, rollover equity, seller's counsel, Society Brands
Does Your M&A Choice of Law Provision Cover Statutes of Limitation?
When a deal goes wrong, does your M&A contract protect you? Learn a crucial, non-obvious mistake about choice of law and statutes of limitations that can leave buyers and sellers vulnerable, and discover the simple contractual fix to protect your…
Posted in boilerplate provisions, choice of law provision, statute of limitations Tagged with: Breach of contract, choice of law provision, Contractual Remedies, Delaware law, equitable tolling, fraud in the inducement, legal risk management, lower middle market, M&A advisors, M&A contracts, M&A Due Diligence, M&A law, M&A litigation risk, M&A mistakes, Mergers and Acquisitions, New York law, pre-closing legal strategy, private target businesses, statute of limitations
Be Careful What You Ask For: The Peril of a Cut-and-Paste Error That Can Undermine Your M&A Agreement
This post examines a critical M&A mistake from a Florida case, where a simple copy-and-paste error in a forum selection clause led to a complete loss of legal remedy. Learn how meticulous pre-closing review and contract due diligence are essential…
Posted in problems with forum selection clauses Tagged with: Acquisition Agreement, asset purchase agreement, Boilerplate clauses, business law, business owner, contract drafting, contract law, contract review, corporate counsel, Forum selection clause, legal advisors, legal risk management, lower middle market, M&A Due Diligence, M&A legal issues, M&A mistakes, pre-closing risks, private company acquisition, stock purchase agreement, transactional law
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