Learn how including a covenant in your acquisition agreement can prevent sellers from disclosing or utilizing customer data, even if it’s not classified as a trade secret. Explore a real case involving a seafood wholesaler and importer. March 31, 2020…
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Safeguarding Purchased Customer Information through Nondisclosure Agreements in M&A Deals
Posted in customer list, customer list, nondisclosure agreement, trade secret misappropriation Tagged with: Acquisition Agreement, Business acquisition, Case Study, Confidentiality covenant, Customer information protection, Legal Challenges, M&A deals, Nondisclosure agreements, Preventing competition, trade secret
Buyer Beware: Protecting Your Assets in M&A Deals
Explore the risks associated with acquiring companies and the potential consequences when assets are used as collateral in M&A deals. Learn from real-life cases and key takeaways. M&A Stories May 15, 2019 Introduction: When considering the acquisition of a company,…
Avoiding Seller Debt in M&A Deals: Buyer’s Protection
Explore the risks of acquiring the assets of a business and potential liability for seller debts in M&A deals. Learn from a real case involving a luxury motor coach company and gain insights into protecting buyers from unexpected liabilities. M&A…
Posted in all cash deal, de facto merger exception, seller ownership in buyer, successor liability Tagged with: All-cash transactions, Asset acquisition, asset purchase agreement, Avoiding legal battles, Business acquisition risks, buyer's protection, Commercial landlords, de facto merger, Liability protection, M&A deals, Nevada Supreme Court ruling, Seller debt, Seller's branding, Seller's liabilities, successor liability, Unexpected liabilities, Upper management
Pharmacy Sale Earnout Dispute: Buyer’s Good Faith Questioned in Court
Explore a real M&A case where an earnout agreement led to a legal dispute. Learn how buyer-seller dynamics and the duty of good faith played a crucial role in the court’s decision. M&A Stories March 19, 2019 Introduction: When buyers…
Posted in purchase agreement Tagged with: asset purchase agreement, Buyer Misconduct, Buyer's Good Faith, Buyer-Seller Dynamics, Court decision, Delaware law, earnout dispute, Good Faith Duty, Gross Profit Target, Huntingford v Pharmacy Corporation Of America, implied covenant of good faith and fair dealing, Legal battles, Legal dispute, M&A deals, Performance Targets, Pharmacy Sale, Risk in Earnout Agreements, Seller's Earnout
Buyer’s Purchase Price Adjustment Survives Seller Challenge in Court
Explore a recent M&A case in Indiana where a post-closing audit played a pivotal role in price adjustment. Learn how post-closing audits and purchase price adjustments can be essential in M&A deals with uncertain asset quantities. M&A Stories February 22,…
Posted in purchase agreement Tagged with: Asset cylinders, Asset representations, Indiana federal district court, Inventory accuracy, Inventory shortfall, legal battle, Legal challenge, M&A Case, M&A deals, Mitigating risks, Post-closing audit, Price adjustment, Purchase Price, purchase price adjustment, purchase price holdback, Uncertain assets
Court Decision: Buyer Unable to Sue Seller for Fraudulent Misrepresentations in Target’s Data Room
Dive into the intricate world of M&A transactions with our latest blog post on an important Delaware court decision. Uncover the legal nuances surrounding buyer-seller relationships, data room disclosures, and the impact of contractual agreements. Gain valuable insights into the…
Posted in anti-reliance clause, fraud in business sale Tagged with: anti-reliance clause, Breach of contract, Business acquisitions, buyer protection, Buyer-seller relationships, Chyronhego Corporation v. Wight, Contractual agreements, data room disclosures, Delaware court decision, due diligence, financial projections, fraudulent misrepresentations, Indemnification caps, Industry Insights, industry-specific coverage, legal analysis, Legal Developments, legal implications, legal recourse, M&A deals, M&A Transactions, seller responsibilities, stock purchase agreement
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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