Uncover the critical, often hidden, pitfalls of related-party contracts when selling your lower middle market business. This essential guide explains how agreements with insiders—be they owners, executives, or family members—can unexpectedly jeopardize deal valuations and lead to costly M&A disputes.…
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Defining Ordinary Course A Crucial Carve-Out Lesson for M&A Buyers
Learn how to avoid common M&A litigation pitfalls in carve-out transactions. This blog post unpacks a critical New York M&A case, revealing why precise contract drafting, especially for “ordinary course of business” clauses in carved-out segments, is vital for buyers.…
Posted in ordinary course of business Tagged with: acquisition risk, advertising dispute, asset purchase agreement, Boilerplate clauses, Business acquisition, Buyer Beware, call center acquisition, carve-out transaction, contract drafting, contract negotiation, Corporate Law, deal protection, dispute resolution, due diligence, indemnification, Legal precedent, legal risk management, legal strategy, lower middle market, M&A advisor, M&A best practices, M&A legal, M&A litigation, New York M&A law, ordinary course of business, Post-closing disputes, private target, RIFs, seller defense
Mastering the Hybrid Noncompete A Perilous Path in M&A
Unlock the hidden risks of hybrid noncompetes in M&A deals where sellers stay on. This essential guide for buyers, sellers, and advisors reveals why combined restrictive covenants often fail in court and how strategic pre-closing legal structuring can protect your…
Posted in covenant not to compete, hybrid noncompetes Tagged with: 8th Circuit Court of Appeals, Arkansas law, business goodwill protection, contract drafting, contractual provisions, deal structuring, employment noncompete, enforceability of noncompetes, legal risk management, legal strategy, lower middle market M&A, M&A legal, M&A litigation, noncompete agreement, Post-closing integration, pre-closing due diligence, private equity acquisition, private target businesses, Restrictive covenants, sale of business noncompete, seller-owner employment, Strategic buyer
M&A Asset Buyer’s Hail Mary Argument in $200 Million Liability Dispute
Explore the intricacies of asset acquisitions in the latest M&A dispute involving Rite Aid’s pharmacy benefit management business. This blog delves into the legal debate over assumed liabilities, highlighting a $200 million dispute between the buyer and seller over Walgreens…
Posted in assumed liabilities Tagged with: and vs or, asset acquisitions, Assumed liabilities, Bankruptcy court, BDO, Buyer's liability, Corporate Law, Court ruling, current liabilities, CVS, delinquent liabilities, due diligence, Financial Due Diligence, legal interpretation, legal strategy, Liability assumption, liability definition, M&A case study, M&A legal disputes, M&A litigation, M&A transaction, PBM, pharmacy benefit management, Purchase agreement, Rite Aid, trade payables, Walgreens, working capital account
Understanding Liability in Asset Acquisitions: A Case Study
Delve into the labyrinth of M&A legal intricacies with our latest blog post, “Understanding Liability in Asset Acquisitions: A Case Study.” Join us on a journey through the legal quagmire faced by astute buyer John as he navigates the haunting…
Posted in successor liability Tagged with: asset acquisitions, business assets, business liabilities, business litigation, business ownership, California Court of Appeals, Case Study, Corporate Law, corporate succession, Corporate transactions, legal advice, legal implications, Legal intricacies, legal nuances, Legal Precedents, legal quagmire, Legal Risks, Legal Saga, legal strategy, Liability, liability exposure, Lundell v. Sidney Machine Tool Co. (1987), M&A legal, Mergers and Acquisitions, Ray v. Alad Corp., transactional specifics
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