Protect your M&A deal from forum shopping. This legal analysis of Anzu Partners v. OmegaX shows how lower middle market sellers can use a Delaware exclusive forum clause to defeat post-closing litigation filed in California, even when the buyer claims…
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M&A Delaware Forum Clause Enforced Against California Public Policy Challenge
Posted in against public policy, boilerplate provisions, choice of law provision, forum selection clause, problems with forum selection clauses Tagged with: acquisition agreement boilerplate, Anzu Partners v. OmegaX, California Blue Sky Law, California public policy, Choice of law, Delaware Court of Chancery, Delaware forum selection clause, exclusive jurisdiction, jurisdictional 'what ifs', jury trial waiver, legal drafting, lower middle market M&A, M&A advisors, M&A Disputes, M&A legal risk management, M&A litigation, merger agreement, New Castle County, pre-closing legal tool, private target acquisition, seller side risk management, statutory claims, stock purchase agreement, tort claims
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
Navigating M&A Disputes Ensure Your Forum Selection Clause Doesn’t Undermine Arbitration
Discover how unharmonized arbitration clauses with forum selection clauses in M&A agreements create costly litigation. This post analyzes a recent Fifth Circuit case to show lower middle market buyers, sellers, and their advisors how precise pre-closing drafting of these provisions…
Posted in arbitration, dispute resolution provision, problems with forum selection clauses Tagged with: arbitration clause, asset purchase agreement, Business acquisition, contract drafting, contract negotiation, Corporate Law, deal value, dispute resolution, Earnout disputes, FAA, Federal Arbitration Act, Forum selection clause, legal pitfalls, legal risk management, lower middle market M&A, M&A best practices, M&A Disputes, M&A legal, M&A litigation, Odom Industries, pre-closing risks, private target businesses, Sipcam Agro Solutions, transaction advisory, working capital adjustments
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
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