Don’t let a fast close lead to costly M&A disputes. This blog provides actionable legal insights for lower middle market buyers, sellers, and advisors on how robust pre-closing steps – from due diligence to contractual protections – can safeguard your…
Blog Archives
Beyond the Lease: Understanding Third-Party Restrictions in M&A Deals
Navigate the complexities of M&A deals involving leased properties. This insightful blog post dissects the In re Big Lots, Inc. case, revealing the hidden risks lurking beyond the standard lease agreement. Learn how buyers, sellers, and advisors in the lower…
Posted in Uncategorized Tagged with: asset purchase agreement, bankruptcy sale, business law, commercial leases, Corporate Law, due diligence, landlord issues, Lease Agreements, legal analysis, lower middle market, M&A legal, Mergers and Acquisitions, Post-closing disputes, real estate due diligence, recorded covenants, Risk mitigation, third-party agreements, transactional law, use restrictions
When Does an M&A Indemnification Claim Accrue? The Difference Between First-Party and Third-Party Claims
Understanding when an M&A indemnification claim accrues is critical for buyers and sellers in private company transactions. This blog explores a Delaware case that clarifies the distinction between first-party and third-party indemnification claims and how survival provisions impact post-closing disputes.…
Posted in indemnification, survival period commencement, third party Tagged with: breach of contract statute of limitations, breach of representations and warranties, buyer protection in M&A, contract survival periods, Delaware M&A law, Delaware purchase agreement disputes, first-party vs third-party indemnification, indemnification litigation, M&A indemnification claims, M&A risk allocation, material handling system disputes, Post-closing disputes, private company acquisitions, Seller liability, settlement timing in indemnification, survival provisions in M&A, third-party claims in M&A
Earnouts and the Importance of Key Employee Retention
M&A earnouts pose significant risks for sellers, especially when buyers control post-closing business performance. This blog examines a case where a seller lost a $5 million earnout after a private equity buyer moved key employees to a separate management company.…
Posted in Key Employee Retention Requirement, problems with earnouts Tagged with: Acquisition Agreements, acquisition structuring, Breach of contract, Business acquisitions, Contract Obligations, Delaware Superior Court, earnout litigation, EBITDA targets, financial performance in M&A, key employee retention, Legal Risks in M&A, M&A Dispute Resolution, M&A earnouts, management company strategy, Post-closing disputes, post-closing employment issues, private equity acquisitions, private equity roll-ups, purchase agreement enforcement, seller protections
Court Holds M&A Agreement’s Limitation of Ohio’s Statute of Limitation Unenforceable
This blog explores a recent Ohio federal district court ruling, which rendered an M&A agreement’s limitation on the statute of limitations unenforceable. It highlights the nuances of survival clauses in asset purchase agreements and their legal implications for sellers in…
Posted in problems with survival provisions Tagged with: asset purchase agreement, asset sale, business litigation, business transaction, buyer indemnification claims, contractual limitations, Corporate Law, Deferred Purchase Price, indemnification, Legal compliance, Legal dispute, M&A, M&A agreements, M&A negotiation, M&A seller, M&A terms, Ohio federal court, Ohio law, Post-closing disputes, state law variations, statute of limitations, survival clause
Buyer-Friendly Earnout Provision Shields Buyer from Seller’s Claim
This blog dives into a key M&A case from the Delaware Court of Chancery that underscores the importance of earnout clauses in asset acquisition deals. It centers on a $1.7 million acquisition in the data management sector, where the buyer…
Posted in problems with earnouts Tagged with: acquisition terms in M&A, asset acquisition case, buyer discretion in M&A, buyer-friendly earnout provision, buyer’s interests in acquisitions, Delaware Court of Chancery, earnout clause interpretation, earnout clause protection, M&A case study, M&A legal disputes, M&A legal strategies, Post-closing disputes, protective M&A terms, revenue-based earnouts, Seller Claims, Walmart contract data management
M&A Seller Learns a Painful Lesson on Defending Indemnification and Setoff Claims
Discover the critical lessons from a real M&A legal dispute where a seller’s failure to adhere to post-closing dispute procedures led to significant financial consequences. This blog delves into the importance of indemnification provisions, the role of representations and warranties,…
Posted in indemnification, objection -reasonable detail, timely objection to indemnification claim Tagged with: Alabama Supreme Court ruling, Alabama-based business, asset purchase agreement, asset recovery, brake-plate facility, Breach of contract, Business acquisition, business legal lessons, buyer protections, Buyer-seller disputes, environmental issues in M&A, Financial difficulties, hidden business problems, Indemnification claims, legal fees in M&A, legal recourse in M&A, M&A agreements, M&A industry, M&A legal disputes, M&A transaction procedures, Post-closing disputes, representations and warranties, Seller obligations, setoff claims, South Korean customer, vendor invoices
M&A Buyer’s Earnout Risk
Explore the complexities of M&A transactions with a deep dive into the legal battles surrounding earnouts. This post dissects a real-world case involving a $226 million acquisition in the insurance industry, where the buyer alleges overpayment due to fraudulent earnout…
Posted in problems with earnouts Tagged with: acquisition agreement compliance, acquisition financial targets, Breach of contract in M&A, buyer earnout risk, Earnout disputes, earnout structuring, federal district court M&A cases, financial misrepresentation, fraud in mergers and acquisitions, good faith in business deals, insurance brokerage M&A, legal implications of earnouts, legal strategies in M&A, M&A case studies, M&A deal risk management, M&A industry insights, M&A legal issues, M&A litigation, PCF Insurance Services case, Post-closing disputes, private equity acquisition
Legal Clash: M&A Buyer and Seller Tangle in Federal Court Over Post-Closing Payment Dispute
Dive into the realm of M&A legal intricacies with our latest blog post, ‘Legal Clash: M&A Buyer and Seller Tangle in Federal Court Over Post-Closing Payment Dispute.’ Explore the nuances of acquisition agreements, post-closing conflicts, and federal court litigation as…
Posted in Problems with Deferred Purchase Price, Problems with description of purchase price Tagged with: Acquisition Agreements, Buyer-seller disputes, contract ambiguity, contract law, federal court litigation, Legal battles, legal conflicts, legal drafting, litigation resolution, M&A legal, M&A litigation, Post-closing disputes, Purchase agreements, termination clauses
Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
Explore the intricacies of M&A earnouts and legal disputes in this compelling blog post dissecting the Butler v. Ferguson Enterprises Inc. case. Gain valuable insights into contract negotiations, operational matters, and the pivotal role of judicial scrutiny in post-closing disputes.…
Posted in problems with earnouts Tagged with: Business acquisitions, business continuity, business law, business strategies, Butler v. Ferguson Enterprises Inc., Buyer-Seller Agreements, CFO insights, Cincinnati, contract law, contract negotiations, Earnout disputes, earnouts, Entrepreneurship, judicial scrutiny, legal cases, Legal Challenges, Legal Disputes, legal implications, legal insights, legal recourse, Litigation, M&A, Mergers and Acquisitions, operational matters, operational performance, Post-closing disputes, profitability, stakeholder management
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