Explore the importance of accurate financial statement representation in M&A agreements. Learn from a real case involving disputed financial statements and the court’s decision. Case reference: Hill v. LW Buyer, LLC. December 4, 2019 Introduction: In M&A agreements, sellers usually…
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Understanding Financial Statements Representation in M&A Agreements
Posted in books and records rep and warranty, financial representation and warranty Tagged with: accuracy, books and records, Case Study, completeness, Court decision, Delaware Court of Chancery, due diligence, GAAP, Hill v. LW Buyer LLC, information services company, Legal dispute, M&A agreements, monthly financial statements, Representation and Warranty, stock acquisition
Extending Contractual Timeframes in M&A Deals Under Delaware Law
Explore the implications of Delaware law on survival periods and statute of limitations in M&A agreements. Learn how a recent case, Kilcullen v. Spectro Scientific, Inc., sheds light on extending timeframes for indemnification claims. September 6, 2019 M&A Stories Introduction:…
Posted in extension by contract in Delaware, indemnification, statute of limitations, survival of reps and warranties, tolling Tagged with: 10 Del. Code § 8106(c), contract claims, contractual timeframes, Delaware Court of Chancery, Indemnification claims, intellectual property representation, Kilcullen v. Spectro Scientific, Legal battles, M&A agreements, M&A Delaware law, statute of limitations, survival periods, tolling
Seller’s Earnout Lawsuit Verdict: Strategic Buyer’s Actions Deemed Not in Bad Faith
Explore a recent M&A case involving a seller’s earnout lawsuit against a strategic buyer. Delve into the details of the case and its implications for the M&A landscape. Learn about the importance of precise APA language and the challenges sellers…
Posted in earn outs, implied covenant of good faith and fair dealing Tagged with: Asset purchase agreement (APA), bad faith, Breach of contract. Good faith, Buyer's actions, Case reference: Huntingford v. Pharmacy Corporation of America, Customer accounts, Delaware law, Earnout clause, Gross profits, M&A agreements, M&A lawsuit, Seller's Earnout, Strategic buyer
M&A Seller’s Frustration with Post-Closing Royalties
Explore the risks and challenges associated with post-closing royalties in M&A deals. Learn from the case of Kelly v. Waters Corporation and the potential pitfalls of relying on earnouts and royalties. Understand the importance of clear agreements in the world…
Posted in earn outs, purchase agreement Tagged with: Buyer-seller relationships, Earnouts in M&A, Ethical practices, Financial records manipulation, Kelly v Waters Corporation, Legal Disputes, legal implications, M&A agreements, M&A case study, M&A lawsuits, M&A risk assessment, M&A seller, Mergers and Acquisitions, Post-closing royalties, Royalty payments, software
Resolving Working Capital Disputes in M&A Agreements
Explore the intricacies of resolving working capital disputes in M&A agreements, with a focus on the case of Agiliance, Inc. v. Resolver Soar, LLC. Learn about the importance of clear dispute resolution language and its impact on M&A transactions. M&A…
Posted in arbitration vs expert determination, dispute resolution provision, purchase price, working capital adjustment Tagged with: Agiliance Inc v Resolver Soar LLC, arbitration, asset purchase agreement, Court's Decision, Delaware Corporation, dispute resolution, Dispute resolution mechanisms, expert determination, Legal Blog, M&A agreements, M&A case study, Net working capital adjustments, Net working capital statement, purchase price adjustment, Working capital disputes
Court Finds Seller Did Not Breach Implied Nonsolicitation Obligation in M&A Case
Explore a recent M&A legal case where a New York federal district court examined non-compete breaches and trademark infringement. Gain insights into non-compete obligations, the introduction of a new competing product post-closing, preliminary injunctions, and the nuanced interpretation of M&A…
Posted in covenant not to compete, nonsolicitation of employees and customers, trademark infringement Tagged with: asset purchase agreement, Biotene product line, Glaxosmithkline LLC v Laclede Inc, intellectual property, M&A agreements, M&A legal dispute, New York implies nonsolicitation covenant when selling goodwill of business., New York law, non-compete breaches, nonsolicitation obligation, perpetual non-compete, Preliminary injunction, Trademark Infringement
Non-Disclosure of Customer Contract Nonrenewal in M&A Deal
Explore a 2015 M&A case where the disclosure of customer contract nonrenewals becomes a pivotal issue. Gain insights into the importance of clear language in M&A agreements. M&A Stories December 5, 2018 In a 2015 M&A case, a buyer based…
Posted in Buyer beware, representation and warranty about customers, representations and warranties, stock purchase agreement Tagged with: Buyer's Rights, contract nonrenewal, customer contract termination, Disclosure obligations, Latisys Holdings, Legal Disputes, M&A agreements, M&A case study, M&A legal blog, nondisclosure of major customer nonrenewals, post-closing issues, Seller's obligations, stock purchase agreement, Zayo Group
Maryland Court Upholds Forum Selection Clause in M&A Dispute
Explore the Peterson v. Evapco, Inc. case where a Maryland court enforced a forum selection clause in an M&A legal battle. Understand the implications of forum selection clauses in confidentiality agreements and their impact on non-signatories involved in business transactions.…
Posted in covenant not to compete, enforce against nonparty, forum selection clause, nondisclosure agreement Tagged with: appellate court, Business Transactions, buyer-seller relationship, case reference, commercial HVAC industrial process power industrial refrigeration markets, competition prohibition, confidentiality agreement, contractual arrangements, Court decisions, dispute resolution, Forum selection clause, John McCauley, Legal action, legal development, legal implications, M&A agreements, M&A legal battle, Maryland court, Maryland law, Maryland state court, noncompetition agreement, Personal Jurisdiction, Peterson v. Evapco Inc.
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