Blog Archives

Navigating the Legal Landscape: A Tale of Restaurant IP in M&A

Dive into the captivating world of mergers and acquisitions with our latest blog post, ‘Navigating the Legal Landscape: A Tale of Restaurant IP in M&A.’ Uncover the twists and turns of a high-stakes case involving the sale of intellectual property

Posted in Problems with intellectual property, trademark infringement Tagged with: , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,

Navigating Tax Risks in M&A Asset Sales: Lessons from the NBA Courts

Dive into the fast-paced world of mergers and acquisitions with our latest blog post as we unravel the complexities of a legal showdown in the sale of the NBA Memphis Grizzlies. Explore the strategic dance between buyer, seller, and the

Posted in problems with taxes Tagged with: , , , , , , , , , , , , , , , , , , ,

Navigating the Pitfalls: Whiskey Supplier’s Consent in M&A Sale of Distributorship

Dive into the intricate world of mergers and acquisitions with our latest blog post, ‘Navigating the Pitfalls: Whiskey Supplier’s Consent in M&A Sale of Distributorship.’ Explore the challenges faced in a recent Nashville-based distributorship asset sale, where securing the supplier’s

Posted in Problems with franchise deals Tagged with: , , , , , , , , , , , , , , , , , , , ,

BUYER OF DENTAL PRACTICE ASSETS FACES LAWSUIT OVER ALLEGED MEDICAID FRAUD BY SELLER

A whistleblower claims that the buyer of the assets of a dental practice is responsible for allegedly false Medicaid claims filed by the seller. M&A Stories July 6, 2023 Introduction: In this M&A story, we discuss a case where the

Posted in problems with successor liability Tagged with: , , , , , , , , ,

BUYER OF MEDICAL PRACTICE NOT RESPONSIBLE FOR BREACH OF UNASSUMED CONTRACT

The seller’s practice entered into a contract with a doctor employee who left after the closing. The seller promised in the contract to give the doctor any medical records of any patient that followed the doctor. The doctor sued the

Posted in problems with employees Tagged with: , , , , , ,

TWO NONCOMPETES IN M&A DEAL: OWNER OF SELLER AND BUYER EMPLOYEE

The seller owner quits working for the buyer four years after closing and immediately goes to work for a competitor. The seller argues that a one-year post-employment noncompete in the employment agreement was not valid because two years post-closing noncompete

Posted in problems with employees Tagged with: , , , , , , , , ,

SELLER MUST PAY BROKER FEE DESPITE TERMINATION OF ENGAGEMENT

The seller sold his practice to a buyer brought to the seller by the broker within the three year “tail period” after broker terminated the engagement with the seller. M&A Stories March 17, 2023 Introduction A seller of a business

Posted in Problem with Investment Banker/Broker/Finder Fee Tagged with: , , , , , , , , ,

BUYER SUES FORMER SELLER’S EMPLOYEE COMPANY FOR TRADE SECRET THEFT

Court rules that former seller employees stole seller trade secrets and are using them to compete against the buyer. M&A Stories March 16, 2023 Introduction When a buyer acquires a business, there is a risk that the seller’s employees may

Posted in trade secret misappropriation by former seller employee Tagged with: , , , , , , , , ,

ALFALFA BUSINESS ASSET PURCHASE RESULTS IN EQUIPMENT REPOSSESSION AND LAWSUIT

The equipment was secured by a seller debt. As part of the deal the seller leased the encumbered equipment to the buyer. After seller repossession, the buyer unsuccessfully claimed that it owned the equipment. M&A Stories February 28, 2023 Introduction

Posted in problems with seller's lender Tagged with: , , , , , , , , ,

ASSET BUYER ARGUES THAT IT WAS NOT BOUND BY SELLER’S SUPPLY CONTRACT

The supplier says that the buyer impliedly assumed the contract by accepting office and cleaning supplies for five years after the closing at the contract’s price. M&A Stories January 23, 2023 Introduction When purchasing the assets of a business, buyers

Posted in Problem with Vendors and Suppliers Tagged with: , , , , , , , , ,

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