Explore the complexities of M&A fraud cases through the lens of a recent legal dispute involving the acquisition of a gold mining company. Understand the background, details of the deal, the specific fraud allegation, legal outcomes, and insightful analysis. Dive…
Blog Archives
Buyer’s Fraud Claim Fails in M&A Deal Due to Lack of Allegations
Posted in fraud in business sale, fraudulent intent, fraudulent omission Tagged with: AngloGold Ashanti Limited, Breach of contract, case analysis, Denver-based buyer, Fraud claim, Gold mining acquisition, indemnification cap, Legal dispute, legal outcomes, M&A complexities, M&A Fraud, M&A stories, Manhattan federal district court, Mineral interests, Newmont Mining Corporation, Purchase agreement, South African seller, stock purchase agreement
Navigating Earnout Risks in RV Business Sales
Explore the complexities of business acquisitions in the recreational vehicle (RV) industry. Learn from a case study involving a Dallas-Fort Worth RV window shade manufacturer, the intricacies of earnout mechanisms, and the legal challenges faced post-acquisition. Gain valuable insights for…
Posted in anti-reliance clause, earn outs, fraud in business sale Tagged with: Business acquisitions, Buyer bad faith, Case Study, Competitor Acquisition, Court decision, Earnout Risks, Fraud Allegation, Legal Disputes, M&A insights, M&A stories, Operational Commitments, RV Business Sales, Seller Protection, stock purchase agreement, Valuation Disputes
New Mexico Court Clarifies Buyer Liability in Asset Purchase of Tar Lugger Business
Explore the intricacies of buyer liability in an asset purchase involving a tar lugger business, as clarified by a recent New Mexico court decision. Understand the legal dispute, court’s ruling, key points, and implications for buyers in asset purchase transactions.…
Posted in de facto merger exception, earnout as ownership interest in buyer, successor liability Tagged with: asset purchase, business transaction, Buyer liability, Court decision, Court ruling, creditors, de facto merger doctrine, earnout, key points, Legal Case, legal implications, M&A stories, New Mexico Court, ownership interest, Ramos v. Foam America, roofing incident, seller liabilities, stock transfer, successor liability, tar lugger business
The Limits of Noncompetition: A Case Study in M&A
Explore the intricate world of mergers and acquisitions with our latest blog post, “The Limits of Noncompetition: A Case Study in M&A.” Delve into the complexities of noncompetition agreements through a captivating case study, highlighting the challenges faced by both…
Posted in covenant not to compete Tagged with: Appellate Division, Buyer-Seller Dynamics, California Noncompetition Laws, Case Study, Client List, Court ruling, CSI Group LLP v. Harper, Employment agreement, Employment Contracts, Goodwill, Industry Trends, Industry-Specific, Legal action, Legal Challenges, legal insights, Legal Landscape, legal nuances, Legal Reflection, M&A legal, M&A stories, Mergers and Acquisitions, New York Legal, Noncompetition agreements, Purchase agreement, Restrictive covenants, Supreme Court, Tax Clients
Failed IT Business Deal: Seller’s Lawsuit Against Buyer’s Lender Dismissed
Explore the intricate world of M&A legal challenges in our latest blog post, “Failed IT Business Deal: Seller’s Lawsuit Against Buyer’s Lender Dismissed.” Delve into the complexities and risks faced in business transactions as we dissect a significant case arising…
Posted in financing acquisition issues, third party beneficiary clause Tagged with: banking delays, breach-of-contract damages, business sales risks, business strategy, Business Transactions, case reference, Court ruling, deal-making process, failed business deal, financial crisis impact, financing certainty, Houston-based company, information-technology company, Legal action, legal nuances, M&A legal challenges, M&A stories, Small Business Administration loans, Supreme Court of Texas, third-party-creditor beneficiary
Court Upholds Product Liability Carrier’s Right to Sue Seller for Indemnification in Asset Purchase Agreement Dispute
Explore the legal intricacies of M&A in our latest blog post as we dissect a riveting case, “Liberty Mutual Fire Insurance Company v. BRG Sports, Inc.” Uncover the aftermath of an undisclosed design flaw in an asset purchase agreement that…
Posted in asset seller's liabilities, compliance with all applicable laws, excluded liabilities, representations and warranties Tagged with: asset purchase agreement, BRG Sports, business law, buyer, case analysis, Compliance, Court decision, Court ruling, Design Deficiency, Design Flaw, Disclosure, due diligence, indemnification, insurance carrier, Laws and Regulations, legal battle, Legal Complications, legal insights, legal proceedings, Liberty Mutual Fire Insurance Company, M&A, M&A stories, M&A Transactions, Post-Closing, product liability, Products Liability Tort Law, Recalled Product, Risk mitigation, seller, Trending Legal Cases
Court Upholds Business Asset Buyer’s Lawsuit Against Seller’s Employee for Trade Secret Misuse
Explore the intricate world of M&A legal battles with our latest blog post, “Court Upholds Business Asset Buyer’s Lawsuit Against Seller’s Employee for Trade Secret Misuse.” Delve into compelling M&A stories, unraveling the aftermath of acquisitions, and the legal complexities…
Posted in post asset purchase issues, trade secret misappropriation by former seller employee Tagged with: Asset buyer, Business acquisition risks, business strategy, competitive landscape, competitive risks, confidentiality agreement, contracts, corporate competition, Corporate Law, corporate safeguards, Court Case, Court ruling, Customer accounts, customer records, Customer Solicitation, E.D. New York, Federal trademark law, General Security Inc. v. Commercial Fire & Security Inc., Industry specifics, legal complexities, Legal Developments, legal implications, legal proceedings, legal protections, M&A legal, M&A stories, non-compete covenant, non-disclosure, post-acquisition challenges, security system company, seller's employee, strategic insights, Trade secret misuse
Navigating Union Liabilities in M&A: Lessons from the Surecut Lawncare Case
Dive into the intricacies of M&A transactions with our latest blog post, ‘Navigating Union Liabilities in M&A: Lessons from the Surecut Lawncare Case.’ Uncover the complexities businesses face when merging, especially in dealings with unionized labor. Explore a recent legal…
Posted in alter ego, union liabilities Tagged with: alter ego, Asset acquisition, asset transactions, Business acquisition, business expansion, business growth, business merger, business operations, buyer, buyer-seller connection, caution in M&A, Collective Bargaining Agreement, Court decision, Court ruling, customer lists, disguised continuance, Eastern Missouri Laborers District Council, experienced labor lawyers, Goodwill, Industry specifics, key takeaways, labor law, labor lawyers, Lake of the Ozarks, legal battle, Legal Challenges, legal complexities, legal considerations, legal defense, legal obligations, M&A legal, M&A stories, Mergers and Acquisitions, navigating unionized labor, post-closing operation, Real Estate, seller, St. Louis, successful M&A journey, supplemental union dues, Surecut Lawncare case, Surecut Lawncare LLC, trademark, Trending Legal Topics, union liabilities
Financing Hurdles and Legal Lessons: A Cautionary M&A Tale
Dive into the captivating world of M&A with ‘Financing Hurdles and Legal Lessons: A Cautionary M&A Tale.’ Uncover the intricate dynamics of a failed acquisition attempt, revealing valuable insights for entrepreneurs and professionals navigating the complexities of mergers and acquisitions.…
Posted in conditions to closing for buyer's benefit, financing contingency Tagged with: asset purchase agreement, Banking Challenges, Breach of contract, Business acquisition, business insights, Business owners, Case Study, Commercially Reasonable Terms, Convenience Store, Deal-Breaker, Entrepreneurship, Financial Broker, Financing Contingencies, Foreclosure Action, Gas Station, Hometown Station Inc. v. Jessey, Indiana Court of Appeals, Legal outcome, legal ramifications, Litigation, M&A landscape, M&A stories, Mergers and Acquisitions, Real Estate, Strategic Moves
Recent Posts
- Legal Clash: M&A Buyer and Seller Tangle in Federal Court Over Post-Closing Payment Dispute
- The Importance of Due Diligence When Acquiring a Business in a Regulated Industry
- Resolving M&A Seller Earnout Disputes: Beyond Accountant Arbitration
- Mitigating Buyer Risks in M&A: Managing Asset Seller Liabilities
- Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
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Categories
- "as is where is"
- 351 M&A transactions
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- all cash deal
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- allocation of sales tax from transaction
- alter ego
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- asset purchase
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- asset vs stock deal
- Assignment
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- assumption of a contract
- assumption of contract by incorporation by reference
- attorney client privilege
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- bad faith
- bankruptcy sale
- best efforts to secure financing
- bitcoin
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- boilerplate provisions
- bona fide offer
- book value adjustment
- books and records rep and warranty
- boot
- boot
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- breach of contract
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- breach of representations and warranties
- breach of seller's covenants
- business cards
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- Buyer beware
- buyer connected to seller insiders
- buyer has no regulatory problems
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- buyer representations and warranties
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- buyer's covenants
- buyer's stock as currency
- buying distribution business
- C Reorganization
- California
- capitalization of cash flow
- cash
- cash and cash equivalents
- CERCLA or superfund liability
- certificate of insurance
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- CGL Policy
- Change of Control
- choice of law provision
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- claim against seller's liability insurance
- closing
- co-author
- commercially reasonable efforts
- common interest doctrine
- compliance with all applicable laws
- conditions to closing for buyer's benefit
- consent to assignment
- consent to assignment
- constructive knowledge
- constructive knowledge
- continuity of enterprise exception
- continuity of ownership
- contracts
- contravene strong state public policy
- controlling shareholder fiduciary duty M&A
- copyrights
- corporate overhead
- covenant not to compete
- Covenants
- customer and supplier rep
- customer deposits
- customer list
- customer list
- damages
- de facto merger exception
- death of seller's impact upon noncompetition payments
- deferred closing
- Delaware
- deliberate fraud carveout
- denial of consent must be reasonable
- dental practice sale
- Description of business assets purchased
- determination of purchase price adjustment
- diminuation of value
- direct
- director and officer duty of care
- director liability
- directors and officers insurance policy
- discharge in bankruptcy
- disclosure schedule
- discounted cash flow or DCF
- dispute resolution procedure
- dispute resolution provision
- distressed business acquisitions
- divestitures
- doing deal with company's officer or director
- due diligence
- duty to defend
- Duty to Defend
- Duty to negotiate in good faith
- duty to warn
- earn out
- earn out dispute procedure
- earn outs
- earnout
- earnout as ownership interest in buyer
- EBITDA
- EBITDA
- economic loss doctrine
- employment agreement
- employment agreement
- enforce against nonparty
- enforceability of non-owner noncompete
- entire fairness
- environment representations and warranties
- environmental
- environmental problems
- environmental remediation
- equitable contribution
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- escrow
- excluded liabilities
- excluded or retained liabilites
- exclusive remedy
- exclusivity provision
- excuse for untimely indemnification claim
- executory contracts
- extension by contract in Delaware
- extension of closing
- extra-contractual fraud
- F reorganization
- failure to make timely purchase price payment
- fair insider deal
- Family and Medical Leave Act
- FDIC approval
- federal employer liability
- federal employment discrimination liability
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- federal securities fraud
- federal wage and hour violations
- fee based upon buyer debt assumption
- financial representation and warranty
- financing acquisition issues
- financing contingency
- for cause termination
- force majeure
- foreign income tax
- form over substance
- forum non conveniens doctrine
- forum selection clause
- franchise sale
- fraud
- fraud carveout
- fraud carveout
- fraud in business sale
- fraud in the inducement exception
- fraudulent concealment
- fraudulent inducement
- fraudulent intent
- fraudulent omission
- full disclosure
- full disclosure rep
- full disclosure rep
- further assurance provision
- further assurance provision
- governmental approval
- governmental approval of transaction
- Guaranty
- guaranty of related acquisition agreements
- handshake redemption obligation
- hinder, delay or defraud
- hiring seller's employees
- implied assumption of seller contract/liability
- implied covenant of good faith and fair dealing
- implied duty of good faith and fair dealing
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- indemnification
- indemnification cap
- indemnification for pre-closing product loss
- independent trustee
- inequitable
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- insurance coverage
- insurance requirements
- integration clause
- Intellectual Property
- Internal Revenue Code Section 1377 election
- investment banker/business broker
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- judgement for intentional misrepresentation
- key employees of target
- land use issues
- layoff notice law or Warn Act
- leases
- leases
- letter of intent
- liens
- liquidated damages provision
- loss payee
- lost profits
- M&A agreement
- MAE rep
- major shareholders exclusion
- material
- material contracts
- material rep and warranty breach
- Medi-Cal provider agreements
- membership interest purchase agreement
- mere continuation
- mere continuation exception
- merger
- merger agreement
- midco transaction
- minority business participation program
- misappropriation of likeness
- misleading personal financial statement
- missing attachment to acquisition document
- modification as counteroffer
- multi-employer pension plan
- mutual mistake
- mutual mistake
- negligent misrepresentation
- net working capital adjustment
- New York
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- no solicitation of seller employees
- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income
- nonbusiness income/sale of subsidiary
- noncompete area
- noncompetition covenant term
- nondischargeable debt in bankruptcy
- nondisclosure agreement
- nondisclosure provision
- nonqualified preferred stock
- nonsolicitation of employees and customers
- nonsolicitation of former customers
- note payment amount adjustment
- notice
- notice provision
- officer duty of care
- offset or setoff provision
- offset right
- One class of stock
- oral contract
- oral copyright agreement
- overly complicated language in contract
- owner liability for company breach of financing deal
- Ownership of Target Law Firm File
- parol evidence rule
- patents
- payroll tax
- percentage of purchase price
- permits and certificates
- personal goodwill
- personal guaranty
- personal guaranty of company debt by selling shareholder
- personal guaranty of lease
- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post closing covenants
- post signing asset valuation
- post-closing adjustments for pre-closing sales and services
- post-closing sales tax
- PPP loan
- PPP loan assumption
- pre-closing management agreement
- pre-closing operating arrangement
- pre-closing sales tax
- preservation of due diligence materials
- prior-material-breach doctrine
- private equity
- Problem with distributors
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- problem with mandatory arbitration clause
- Problem with products
- problem with prorations
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- problem with seller contract
- Problem with seller lessor or landlord
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- problem with seller's owner
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- Problems when business fails after closing
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- problems with creditors of distressed business
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- Problems with governments
- problems with insurance
- Problems with intellectual property
- problems with leases
- problems with noncompetition covenants
- problems with oral M&A promises
- problems with pensions
- problems with post-closing litigation in inconvenient form
- Problems with post-closing management of business
- Problems with Real Estate Leases
- problems with receivables
- problems with regulatory industry acquisitions
- Problems with sale of auto dealerships
- problems with seller nondisclosure
- problems with seller's employees
- problems with seller's lender
- Problems with seller's pre-closing errors & omissions
- Problems with seller's projections
- problems with seller's real property
- problems with seller's unemployment insurance experience rating
- problems with sharing tax benefits
- problems with subordination rights
- problems with successor liability
- problems with taxes
- Problems with typos
- product line exception
- projections
- projections
- promissory estoppel
- promissory note
- prudence
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- receivables
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
- rescission
- restrictive post-closing covenants
- retaliation
- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
- Right of publicity
- risk of post closing payments
- royalty
- S corporation
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
- sales tax
- sales tax imposed on equity sale of DRE
- sales tax risk
- SBA approval re PPP loan
- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
- seller owner responsibility for underreported sales tax
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- Selling shareholders problem with their board of directors
- severance benefits
- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
- state and local tax
- state approval of nonprofit hospital
- state franchise/income tax
- statute of frauds
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- stock sale
- strategic acquisition
- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
- successor liability
- sufficiency of assets rep
- supply problems
- survival of covenants
- survival of reps and warranties
- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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