Explore Pennsylvania’s broad approach to successor liability in asset sales, with a focus on the de facto merger doctrine. This case study on a Pennsylvania waste management acquisition sheds light on how the state’s courts interpret continuity of ownership, even…
Blog Archives
Undisclosed Founder Loan Leads to Post-Merger Liability
Undisclosed shareholder loans can become post-merger liabilities, creating unexpected financial exposure for buyers. This blog explores a real M&A case where a founder’s unrecorded loan led to legal disputes after a merger. Learn how courts interpret implied repayment obligations, why…
Posted in Problems with Undisclosed Liabilities Tagged with: Acquisition Agreements, asset vs. stock purchase, balance sheet risks, Business acquisitions, business law, corporate finance, deal structuring, due diligence, founder loans, implied contracts, legal pitfalls in M&A, M&A Disputes, M&A litigation, merger liabilities, New York M&A Cases, post-closing risks, private company M&A, shareholder loans, startup funding, undisclosed liabilities
Fraud Damages in Asset Sale Not Discharged in Bankruptcy
This blog explores the legal ramifications of fraud in M&A transactions, specifically focusing on a case where a seller’s fraudulent misrepresentations led to significant financial damages that were deemed non-dischargeable in bankruptcy. It highlights the importance of accurate disclosures during…
Posted in judgement for intentional misrepresentation, nondischargeable debt in bankruptcy Tagged with: asset purchase agreement fraud, asset sale litigation, bankruptcy court fraud rulings, business owner liability in sales, business sale misrepresentation, commercial cleaning business sale, fraud damages, fraudulent asset sale, fraudulent financial statements, legal consequences of M&A fraud, M&A Disputes, M&A Fraud, misrepresentation in financial statements, Nebraska bankruptcy court ruling, Non dischargeable debt in bankruptcy, Non-Disclosure in M&A, SBA loan fraud, seller liability in asset sales
Earnouts: The Importance of Clear Buyer Obligations
This blog explores the complexities of earnout structures in M&A deals, emphasizing the need for sellers to negotiate clear post-closing obligations. Using a real-life Delaware court case, the post highlights how vague earnout terms can lead to disputes and legal…
Posted in problems with earnouts Tagged with: acquisition contract disputes, Breach of contract in M&A, buyer obligations in acquisitions, commercial reasonable efforts in earnouts, Delaware court M&A rulings, earnout litigation, earnouts in acquisitions, implied covenant of good faith, M&A Disputes, M&A Legal Cases, post-closing obligations, purchase agreement obligations
M&A Buyer Blocks Seller’s Bankruptcy Discharge Over $225K Non-Compete Violation
In this engaging M&A blog post, we dive into a compelling legal case where a buyer successfully blocked a seller’s bankruptcy discharge over a $225,000 non-compete violation. Through this case study, we highlight the crucial importance of adhering to non-competition…
Posted in Problem with seller owner's competition Tagged with: bankruptcy court rulings, bankruptcy discharge, business competition, business law, business legalities, Business owners, business protection strategies, federal district court judgment, Legal compliance, Legal consequences, legal insights, Legal Risks in M&A, M&A case studies, M&A Disputes, M&A industry, M&A legal topics, M&A strategies, Mergers and Acquisitions, non-compete agreement, non-compete covenant violation, Non-compete enforcement, patent infringement, protecting business goodwill, seller's bankruptcy, willful patent infringement
M&A Seller Objects to Buyer’s Inclusion of Discretionary Bonuses in Post-Closing Working Capital True-Up
Discover the intricate dynamics of M&A transactions through a recent Delaware Court of Chancery decision that underscores the complexities of working capital adjustments. In a $345 million acquisition, a dispute over the inclusion of discretionary bonuses in post-closing working capital…
Posted in purchase price adjustment, working capital adjustment Tagged with: business acquisition disputes, consumer financial services acquisition, Delaware Court of Chancery, discretionary bonuses, expert determination, independent accountant resolution, Legal Aspects of M&A, M&A agreement disputes, M&A contract language, M&A court decisions, M&A Dispute Resolution, M&A Disputes, M&A legal considerations, M&A transaction legalities, M&A transaction terms, post-closing calculations, post-closing working capital true-up, purchase agreement clarity, purchase price adjustment, real-world M&A cases, working capital adjustments
M&A Health Care Seller Fights Large Buyer over Medicare and Medicaid Reconciliation
In this blog post, we delve into the complexities of selling a healthcare business, particularly focusing on a recent M&A legal dispute involving Medicare and Medicaid receivables. Discover how a Montana-based home health and hospice provider clashed with a large…
Posted in problems with receivables Tagged with: Acquisition Agreements, escrow, escrow in M&A, federal district court rulings, financial reconciliation, healthcare business sale, healthcare industry, healthcare mergers and acquisitions, healthcare regulations, home health and hospice care, Indemnification claims, legal strategy in M&A, M&A case studies, M&A Disputes, M&A legal issues, Medicaid receivables, Medicare receivables, post-closing receivables, prejudgment remedy, receivables management, reconciliation, Regulatory Compliance
Navigating Earnout Disputes: Expert Determination vs. Arbitration
Explore a real M&A case (Sapp v. Indus. Action Services, LLC) involving earnout disputes and the legal battle between expert determination and arbitration. Learn the key findings, implications, and the court’s role in resolving EBITDA threshold disagreements. M&A Stories November…
Posted in arbitration vs expert determination, problems with earnouts Tagged with: accounting firm, arbitration, asset sale, Buyer-seller disagreement, case reference, court intervention, Earnout disputes, EBITDA thresholds, expert determination, Industrial Services, Legal Actions, M&A Disputes, Sapp v. Indus. Action Services LLC, Third Circuit Court
RESOLVING DISPUTES IN BUSINESS SALES: FORUM SELECTION CLAUSES AND LOCATION CHALLENGES
The court applied the purchase agreement’s Michigan forum selection clause and refused to transfer the case from Detroit to Houston, even though it will be inconvenient for both the Houston-based seller’s owner, the Houston business, and its employees, not to…
Posted in problems with forum selection clauses Tagged with: Breaking Forum Selection Clauses, Business Sales Litigation, Forum Selection Clauses, Home Court Advantage in Litigation, Impact of Forum Selection Clauses, Location Challenges in Lawsuits, M&A Disputes, Michigan Forum Selection Clause, Seller's Rights in M&A Lawsuits, Transferring Lawsuits
DISPUTE ARISES BETWEEN BUYER AND SELLER OVER NET SALES IN $1.7 MILLION EARNOUT CASE
Buyer claims that earnout is based upon the post-closing net sales of seller’s small box chassis products. The seller claims that earnout includes net sales of small box chassis products acquired by buyer from other sellers. M&A Stories September 20,…
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