The parent company in a spin-off transaction was obligated to indemnify its former subsidiary for per-closing taxes. The parent company argued that $94 million in license fees were not taxes. M&A Stories July 12, 2023 Introduction: In business acquisitions, the…
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DISPUTE OVER INDEMNIFICATION FOR LICENSE FEES IN INDIA’S TELECOMMUNICATION SPECTRUM
Posted in problems with taxes Tagged with: Appellate court decisions, Asset purchase agreements, Indemnification disputes in M&A transactions, Indian telecommunications regulations, Legal implications of pre-closing assessments, Liability allocation in business acquisitions, License fees in acquisitions, M&A legal disputes, Spin-off transactions, Tax indemnification provisions
BUYER OF OCULAR ALLERGY TESTING SYSTEM BATTLES SELLER OVER EARNOUT
Preliminary legal skirmish highlights risks of using earnouts. M&A Stories May 22, 2023 Introduction: In the world of business acquisitions, it is common for buyers and sellers to struggle to agree on a purchase price. One approach to address this…
Posted in problems with earnouts Tagged with: asset purchase agreement, Business acquisitions, Buyer-seller conflicts, Commercially reasonable efforts, Disputes over earnout targets, Earnout agreements, M&A legal disputes, Marketing and sales budgets, Ocular allergy testing system, Risk management in M&A
Buyer Discovers Lack of Patent Protection After Closing
As a result of this discovery, the buyer filed a lawsuit against the seller group and its lawyers in a Maine federal district court. M&A Stories April 18, 2023 Introduction In the world of acquisitions, patents play a crucial role…
Posted in Problems with intellectual property Tagged with: asset purchase agreement, Avoiding costly legal disputes, Buyer's due diligence, Buyer's post-closing discovery, Composite decking and outdoor railing systems, Importance of competent patent counsel, Lawsuit against seller group, M&A legal disputes, Maine federal district court, Patent protection in acquisitions
SELLER CANNOT AVOID ARBITRATION IN WORKING CAPITAL PRICE ADJUSTMENT DISPUTE
The purchase agreement required the buyer to provide seller access to the buyer’s books and records in a dispute over the closing working capital calculation. The buyer refused access and a Florida federal court ruled that this did not amount…
Posted in problem with purchase price adjustment, purchase price adjustment Tagged with: Access to buyer's books and records in purchase price adjustment dispute, Arbitration in M&A transactions, Federal court rulings in M&A cases, Importance of documentation in M&A transactions, M&A legal disputes, Resolving M&A disputes through arbitration, Seller's rights in purchase agreements, Waiver of arbitration rights, Working capital calculation in business acquisitions, Working capital price adjustment
COURT SUPPORTS GM’S DECISION TO APPROVE DEALERSHIP SALE WITHOUT RELOCATION REQUEST
The court concluded that GM’s refusal to grant buyer’s request to move the seller’s dealership to the buyer’s location was not a violation of applicable Missouri law. M&A Stories February 23, 2022 In a recent case, the court ruled in…
Buyer’s Rights Upheld: How Written Agreements Matter in M&A
Explore a real-life M&A case highlighting the importance of clear agreements. Learn how a buyer’s rights were protected through written agreements. Dive into the world of mergers and acquisitions with this legal blog. M&A Stories April 15, 2019 In the…
Posted in asset purchase agreement, boilerplate provisions, breach of representations and warranties, breach of seller's covenants, deferred closing, representations and warranties, seller's covenants, waiver provision Tagged with: asset purchase agreement, Buyer's rights in M&A, Importance of clear agreements, M&A contracts, M&A documentation, M&A lawsuit, M&A legal case, M&A legal disputes, Nursing home deal, Trodale Holdings LLC v. Bristol Healthcare Investors, Written waivers in M&A
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