Explore a pivotal M&A case where Delaware Chancery Court’s jurisdiction hinged on ADR nature. Learn how dispute resolution processes impact court access in acquisitions. M&A Stories December 04, 2020 Introduction: In acquisitions, settling the purchase price often involves adjusting the…
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Stock Seller Takes Legal Action Against Buyers Over Failure to Close S Corp Books for Q1 Tax Loss
Explore a case study where a stock seller filed a lawsuit against buyers due to a breach of stock purchase agreement. Learn about the significance of Section 1377 election and clear communication in M&A transactions. July 27, 2020 Introduction: When…
Delaware Court Allows Buyer’s Claims Against Seller for Breach and Fraud in Business Acquisition
Explore a significant M&A legal case where a Delaware court permitted a buyer to pursue claims against a seller for breach and fraud in a business acquisition. Get insights into the buyer’s legal battle and the implications of acquisition agreement…
Posted in damages, exclusive remedy, fraud carveout, indemnification cap Tagged with: acquisition agreement terms, Buyer's Claims, Delaware Court, Firmenich Incorporated v. Natural Flavors, fraud in business acquisition, Inc., industry compliance, Legal dispute, M&A legal case, M&A litigation, organic certificates, organic product manufacturing, seller breach
Buyer’s Problem with Business Seller Failing to Pay Invoice of Valuable Vendor
Explore a recent legal case highlighting challenges in M&A transactions when business sellers fail to pay critical vendor invoices. Learn how clear agreements and meticulous contract drafting can prevent uncertainties and potential conflicts. Case reference: Continental Motors, Inc. v. Danbury…
Posted in Buyer payment of seller retained liabilities Tagged with: asset purchase agreement, Business acquisition, Continental Motors v. Danbury Aerospace, contract drafting, escrow fund, Legal Disputes, M&A legal case, reimbursement rights, seller liabilities, Texas Appellate Court, vendor invoice
Buyer’s Lengthy Legal Battle Over $58 Million Pension Claim from Seller’s Union
Explore a complex M&A legal case involving a buyer’s struggle against a $58 million pension claim from a seller’s union. Learn how successor liability and careful structuring played a role. April 3, 2020 Introduction: When a business asset buyer acquires…
Posted in federal multiemployer pension plan withdrawal liability, successor liability Tagged with: Asset acquisition, buyer's legal battle, M&A legal case, multiemployer plan, pension fund dispute, pension liability, seller's underfunded pension, successor liability, union pension claim, withdrawal liability
Seller’s Owner Found Liable to Pay Buyer’s $1.7 Million Legal Fees: A Lesson in Contractual Guarantees
Explore a significant M&A legal case where a seller’s owner was held liable to pay $1.7 million in buyer’s legal fees. Learn how contractual guarantees and dispute resolution methods impact post-acquisition disputes. Case analysis of Summers Laboratories, Inc. v. Shionogi…
Posted in Attorney's Fee Provision, Guaranty Tagged with: APA obligations, arbitration, attorney's fees, buyer's legal fees, contractual guarantees, dispute resolution, guaranty agreement, Inc. v. Shionogi Inc., M&A legal case, post-acquisition disputes, seller's owner liability, Summers Laboratories
No Seller Responsibility for Pre-Closing Product Recall in M&A Deal
Explore a legal analysis of a significant M&A case where a buyer’s claim for indemnification in a product recall dispute was examined by the Delaware Court of Chancery. Gain insights into the court’s verdict and learn how such disputes can…
Posted in breach of representations and warranties, financial representation and warranty, indemnification, indemnification for pre-closing product loss, MAE rep, No Undisclosed Liabilities, representations and warranties Tagged with: Court verdict analysis, Delaware Court of Chancery, indemnification, M&A legal case, Manufacturing defect, Material breach, Pre-closing issues, Product recall dispute, Project Boat Holdings LLC v. Bass Pro Group LLC, Purchase agreement provisions, Seller responsibility
ESOP Bank Trustee and Owner Ordered to Repay $6.5 Million Overpayment in Purchase Price
Explore a case study where ESOP owners and a bank trustee were sued for an overpriced transaction, resulting in a $6.5 million repayment order. Learn key takeaways for successful ESOP deals. November 18, 2019 Introduction: Selling a business to an…
Posted in capitalization of cash flow, discounted cash flow or DCF, independent trustee, projections, prudence, sale of business to ESOP, valuation Tagged with: bank trustee liability, business sale litigation, Employee Stock Ownership Plan, ESOP lawsuit, ESOP professionals, ESOP valuation, M&A legal case, overpricing, Pizzella v. Vinoskey, valuation methods
Business Buyer’s $8 Million Claim Denied in Case of Nonrenewed Customer Contracts
Explore a legal case where a business buyer’s $8 million claim was denied after losing revenue due to nonrenewed customer contracts. Gain insights into the court’s ruling and the importance of accurate representations in M&A agreements. November 10, 2019 Introduction:…
Posted in customer and supplier rep, full disclosure rep, MAE rep, projections, representations and warranties Tagged with: asset purchase agreement, Boeing contracts, Business acquisitions, business buyer claim, Delaware Court of Chancery, full disclosure, Legal dispute, M&A legal case, material adverse effects, nonrenewed customer contracts, Private equity firm, revenue loss, seller inaccurate projections, seller's representations
Court Rules on $12 Million M&A Termination Fee
Explore the court’s decision on a $12 million M&A termination fee in the case of Genuine Parts Company v. Essendant Inc. Learn valuable insights for M&A deals and fiduciary out clauses. November 5, 2019 Introduction: In M&A deals, sellers often…
Posted in exclusive remedy, fraud carveout, termination of M&A agreement, termination or breakup fee, willful breach carveout Tagged with: Court of Chancery of Delaware, Essendant Inc., Exclusive remedy provision, Fiduciary oatiout clause, Genuine Parts Company, M&A legal case, M&A termination fee, merger agreement, non-solicitation provision
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