This M&A story analyzes Armbruster Capital Management v. Barrett, a crucial 2025 case revealing how a Buyer can weaponize “truthful” statements to destroy a Seller’s reputation post-closing. Learn about the concept of “defamation by implication” and discover the specific legal…
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The “Cash Hostage” Squeeze: The Strategic Pivot to a Restricted Setoff
M&A Stories Discover how to prevent the “Cash Hostage” squeeze in lower middle market M&A deals. When buyers refuse a “No Setoff” provision, sellers often surrender control of their deferred payments—but they don’t have to. This post analyzes the 2023…
Posted in offset or setoff provision, restricted offset or setoff Tagged with: asset purchase agreement tips, Breach of contract in M&A, closing leverage, Deferred Purchase Price, Delaware M&A law, Earnout disputes, indemnification and setoff, lower middle market M&A, M&A deal structure, M&A legal strategies for sellers, M&A Risk Management, Post-closing disputes, private company sales, private equity buyer tactics, protecting seller liquidity, restricted setoff vs broad setoff, ring-fencing seller assets, SAT Technology Inc. v. CECO Environmental Corp., self-help remedies in M&A, seller leverage in M&A, seller note protection, setoff clause negotiation, stock purchase agreement negotiation, strategic buyer negotiations, transactional law insights, working capital adjustments
Earnout Deadlines: How Sellers Can Ensure Timely Dispute Resolution
Strengthen your M&A earnout protections. This analysis of the Wendella69 case demonstrates a critical flaw in relying on simple contractual deadlines for earnout delivery. Discover the precise legal strategy—utilizing “express condition precedent” and “time is of the essence” language—that sellers…
Posted in earnout dispute resolution procedure, problems with earnouts Tagged with: Acquisition Agreement, alternative dispute resolution, condition precedent, Earnout disputes, EBITDA earnout, express condition precedent, independent accountant determination, legal risk mitigation, lower middle market M&A, M&A advisors, M&A legal risk management, M&A litigation, Material breach, materiality of timely delivery, Post-closing disputes, pre-closing contractual drafting, private company acquisition, seller side M&A, time is of the essence
The Cost of Ambiguity: Protecting Retained Businesses from Overly Broad M&A Noncompetes
Discover how ambiguous language in M&A noncompete carve-outs can lead to costly post-closing litigation for lower middle market businesses. This deep dive into a recent court case highlights critical pre-closing drafting mistakes by sellers and offers actionable strategies for buyers,…
Posted in Uncategorized Tagged with: "as currently conducted" clause, Acquisition Agreement, asset purchase agreement, Business acquisition, business owner advice, Business Sale, buyer overreach, carve-out provision, contract drafting, contract language, contractual ambiguity, deal negotiation, Delaware Court, Goodwill, HVAC service business, legal advisor insights, legal risk management, litigation avoidance, lower middle market, M&A, M&A advisor, noncompete agreement, Post-closing disputes, pre-closing mistakes, private target, Restrictive Covenant, retained business, Seller Protection, skylight manufacturing
Beyond the Balance Sheet: Why Sellers Must Confront Hidden Tax Liabilities Before a Deal
Uncover the critical pre-sale strategies that can safeguard your M&A deal. This insightful post delves into how hidden and unaddressed tax liabilities can derail transactions and lead to costly post-closing litigation for sellers. Drawing lessons from a recent Delaware Court…
Posted in problems with taxes Tagged with: Business owners, contract law, Corporate Law, deal value, Delaware Court of Chancery, due diligence, federal telecommunications tax, hidden taxes, indemnification, legal advisors, legal risk management, lower middle market, M&A, M&A advisors, M&A litigation, Mergers and Acquisitions, Post-closing disputes, pre-closing, pre-sale cleanup, private company sale, risk management, sales tax, seller due diligence, sellers, state and local tax, statute of limitations, tax cleanup, tax compliance, tax liabilities, undisclosed taxes, VDA, voluntary disclosure agreement
GAAP or History? Don’t Leave Your M&A Purchase Price Adjustment to Chance M&A Stories
Uncover how a $22 million M&A dispute hinged on a single accounting definition. This post dives into the critical challenge buyers, sellers, and advisors face when negotiating purchase price adjustments: should calculations follow GAAP or historical accounting practices? Learn how…
Posted in accounting methodology, purchase price adjustment Tagged with: accounting expert, accounting methodology, Bitcoin mining, buyers, closing adjustments, contract disputes, cryptocurrency industry, data center acquisition, deal negotiation, deferred revenue, Delaware Court of Chancery, due diligence, financial metrics, GAAP, historical accounting, indebtedness, legal risk management, lower middle market, M&A, M&A advisors, M&A litigation, merger and acquisition, Post-closing disputes, PPA, private targets, protecting purchase price, purchase price adjustment, sellers, SPA, stock purchase agreement, strategic drafting, transaction pitfalls
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
Customer Due Diligence: Mitigating Concentration Risk in Lower Middle Market M&A
Customer concentration risk in M&A demands scrutiny. Learn how deep due diligence can prevent costly fraud claims and litigation in lower middle market acquisitions, drawing lessons from a recent Delaware case. M&A Stories May 28, 2025 Acquiring a business with…
Posted in customer due diligence, problems with customers Tagged with: accounts receivable analysis, Business acquisition, CRM system review, customer concentration, customer contract review, customer due diligence, deal negotiation, Delaware M&A law, due diligence, Financial Due Diligence, fraud claims, internal communications review, lost customers, lower middle market M&A, M&A, M&A best practices, M&A litigation, M&A risk mitigation, Mergers and Acquisitions, Post-closing disputes, pre-closing due diligence, private company acquisition, revenue concentration risk, technology advisory business., undisclosed contractual commitments
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