Explore critical legal insights for lower middle market business sellers regarding the preservation of attorney-client privilege during M&A transactions. This content examines the specific legal risks of including non-essential family members, board observers, and junior management on sensitive deal communications,…
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The “Family Circle” Trap: Why Copying Your Children on Deal Emails Can Destroy Attorney-Client Privilege
Posted in attorney client privilege, Privilege Access Protocol Tagged with: attorney-client privilege waiver, avoiding M&A mistakes, board observer privilege risks, corporate privilege, discovery risks in M&A, family business M&A, legal risk management tools, lower middle market business sale, M&A attorney-client privilege, M&A deal team protocol, M&A discovery disputes, need to know standard, New York M&A law, pre-closing risk management, private equity diligence, privilege access protocol, protecting deal strategy, protecting negotiation strategy, seller counsel best practices, seller legal advice, selling a private company, sensitive deal communications, US Bank v. DISH DBS Corporation, waiver of privilege by third party
Defining Ordinary Course A Crucial Carve-Out Lesson for M&A Buyers
Learn how to avoid common M&A litigation pitfalls in carve-out transactions. This blog post unpacks a critical New York M&A case, revealing why precise contract drafting, especially for “ordinary course of business” clauses in carved-out segments, is vital for buyers.…
Posted in ordinary course of business Tagged with: acquisition risk, advertising dispute, asset purchase agreement, Boilerplate clauses, Business acquisition, Buyer Beware, call center acquisition, carve-out transaction, contract drafting, contract negotiation, Corporate Law, deal protection, dispute resolution, due diligence, indemnification, Legal precedent, legal risk management, legal strategy, lower middle market, M&A advisor, M&A best practices, M&A legal, M&A litigation, New York M&A law, ordinary course of business, Post-closing disputes, private target, RIFs, seller defense
Court Examines New York’s Successor Liability Doctrines De Facto Merger vs. Mere Continuation
Dive into the complexities of New York’s successor liability doctrines in our latest M&A blog post. This in-depth analysis examines the recent case of Avamer 57 Fee LLC v. Hunter Boot USA LLC, where the court navigated the nuances of…
Posted in de facto merger exception, mere continuation, problems with successor liability Tagged with: Asset sales, Avamer 57 Fee LLC v. Hunter Boot USA LLC, Business acquisition, de facto merger, distressed company sale, equity transfer in M&A, Hunter Boot brands, Intellectual property acquisition, legal analysis of M&A, M&A case study, M&A legal disputes, M&A legal topics, M&A Transactions, Manhattan state trial court, Mere Continuation, New York M&A law, New York state law, successor liability, successor liability doctrines, unpaid rent dispute
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