M&A Stories August 12, 2025 Trina Felber built Primal Life Organics from scratch — a multimillion-dollar online company selling organic skincare and dental products. The Sirpilla brothers wanted to buy it. She turned them down twice. The third time they…
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The Organic Skincare Founder Who Traded $26 Million for a Termination Letter
Posted in problems with earnouts Tagged with: Acquisition Agreement, asset purchase, Breach of Covenant, Business owners, contract drafting, due diligence, earnouts, fraud in the inducement, legal advisors, legal risk management, lower middle market, M&A legal blog, M&A litigation, M&A negotiation, Post-Closing Performance, Primal Life Holdings, private business, protecting earnouts, rollover equity, seller's counsel, Society Brands
Safeguarding Goodwill in M&A: Navigating Georgia’s Restrictive Covenant Act
Explore the legal intricacies of safeguarding goodwill in M&A transactions through a real-life tale of a key employee facing restrictive covenants in the acquisition of 29 franchised auto service stores. Delve into the legal battle, court decisions, and the implications…
Posted in restrictive post-closing covenants Tagged with: Asset acquisition, Baldwin v. Express Oil Change LLC, Business negotiations post-acquisition, Corporate-owned stores, Court decisions on restrictive covenants, Employment law in M&A, Franchised auto service stores, Georgia Restrictive Covenant Act, goodwill protection, Key employee compensation, Legal battles in M&A, Legal scrutiny of reasonableness, M&A legal blog, Noncompetition agreements, Restrictive covenants in acquisitions
Legal Troubles in M&A: Supplier’s Lawsuit Against Seller for Fraud
Explore a case study on M&A legal issues as a supplier sues a seller for alleged fraud. Learn about the legal challenges and key takeaways. M&A Stories October 30, 2023 Introduction: Selling your company’s assets can pose a significant risk…
Posted in Problem with Vendors and Suppliers Tagged with: asset sale, business negotiations, Case reference: Pratt Corrugated Holdings Inc V Porter Pizza Box of Ohio LLC, Creditor status, Federal court case, Legal consequences in M&A, Legal Risks in M&A, M&A case study, M&A legal blog, Ohio Uniform Fraudulent Transfer Act, seller fraud, Supplier lawsuit
Mitigating Successor Liability Risks in Asset Acquisitions Involving Equity
Explore the key considerations and risks associated with acquiring assets in M&A deals involving buyer equity. Learn how successor liability risks can be effectively mitigated, with insights from the Credit Card Services, Inc v. Joe Teh Chuang case. M&A Stories…
Posted in problems with successor liability Tagged with: Acquisition strategies, asset acquisitions, Business acquisition, Buyer equity, Buyer's exposure, case reference, Confidential information, Credit Card Services Inc v Joe Teh Chuang, legal proceedings, Liability in M&A, M&A deals, M&A legal blog, Mitigating risks, successor liability, trade secrets
Casino and Hotel Sale During Pandemic: Legal Clarification
Explore the legal intricacies of a deferred closing in the world of business acquisitions, as we analyze a case involving a Las Vegas casino and hotel sale during the COVID-19 pandemic. Discover how legal proceedings unfolded and the outcome in…
Posted in deferred closing Tagged with: Business acquisitions, Casino and hotel sale, COVID-19 pandemic, deferred closing, Earnest money compensation, Earnest money deposit, Gaming license, legal proceedings, Lucky Lucy D LLC v. LGS Casino LLC, M&A legal blog, Material breach, Nevada Gaming Commission, Nevada Supreme Court, Ordinary Course of Business Covenant, Purchase agreement, State trial court
How Carnival Cruise Protected Its Digital Treasure: The DXP Software Saga
Dive into the legal battle between Carnival Cruise and a bankrupt software developer over the OceanMedallion™ guest engagement system. Discover how Carnival fought to protect its proprietary innovation and the outcome of this high-stakes showdown. M&A Stories September 8, 2023…
Posted in Problems with intellectual property, Uncategorized Tagged with: Carnival Cruise, Cruise industry, Delaware bankruptcy, DXP software, Innovation protection, Intellectual property infringement, legal proceedings, M&A legal blog, OceanMedallion™, Proprietary information, Software architecture, Stalking Horse Bidder
BUYER NOT IN BREACH FOR DEMANDING REFUND AFTER UNVEILING SELLER’S FRAUD IN NIGHTCLUB PURCHASE
A Georgia intermediate appellate court held that the buyer had not breached the purchase agreement after the closing for wanting to unwind the deal. July 26, 2023 Introduction: In a recent case, an Atlanta nightclub buyer faced a lawsuit from…
Posted in fraud in business sale Tagged with: Atlanta Nightclub Acquisition, Buyer's Refund Demand, Directed Verdict in Trial, Disclosure of Criminal Incidents, Grae Hospitality, Lawsuit and Appellate Court, LLC, LLC v. LL Atlanta, M&A legal blog, Purchase Agreement Breach, Seller's Fraudulent Actions, Unwinding a Deal in M&A
STALKING HORSE BIDDER AWARDED $4.2 MILLION BREAKUP FEE AND REIMBURSEMENT AFTER SUCCESSFUL AUCTION
The asset purchase agreement provided for a breakup fee and expense reimbursement. However, the bankruptcy court did not approve the deal protection terms before the auction. Nevertheless, the court approved the breakup fee and expense reimbursement because it resulted in…
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