The buyer was not responsible for the production agreement’s pre-closing liabilities because it was a non-executory contract. M&A Stories August 25, 2021 Introduction: When a buyer purchases a distressed business out of bankruptcy, there are specific rules that apply, especially…
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BUYER ACQUIRES BANKRUPT FILM COMPANY’S PRODUCTION AGREEMENT WITHOUT PRE-CLOSING LIABILITIES
Posted in bankruptcy sale, buying distribution business, distressed business acquisitions, executory contracts, Section 363 sale Tagged with: bankruptcy, Contingent Compensation, Declaratory Judgment, distressed business, Executory Contract, Harvey Weinstein, M&A, Non-Executory Contract, Pre-Closing Liabilities, Production Agreement
Legal Case: Buyer’s Lawsuit Over Stock Acquisition Reveals Chinese Compliance Issues
Explore a recent M&A legal case where a buyer sued the seller for misrepresenting compliance with Chinese law, resulting in significant financial implications. Learn about the importance of representations and warranties in purchase agreements. M&A Stories December 13, 2018 In…
Posted in compliance with all applicable laws, financial representation and warranty, representations and warranties Tagged with: Breach of contract, Buyer's lawsuit. Post-acquisition issues, Chinese compliance issues, Chinese law compliance, Danfoss Power Solutions (US) Company v. Maddux, financial implications, Legal Blog, M&A legal case, M&A stories, New York federal district court, Pre-Closing Liabilities, Purchase agreement, Representation and warranties, stock acquisition
Dispute Resolution in M&A: Understanding Liability Releases
Explore crucial insights into liability releases in M&A transactions through the analysis of a legal dispute arising from the stock acquisition of a New Jersey-based environmental services and waste management company. Learn about insurance details, release clauses, and the implications…
Posted in shareholder release, stock purchase agreement Tagged with: buyer's protection, Contractual obligations in M&A, Delaware Court of Chancery, Insurance in M&A transactions, Legal insights in M&A, Liability releases, M&A Dispute Resolution, Post-closing disputes, Pre-Closing Liabilities, stock purchase agreement
Navigating M&A Challenges: Lessons from the Auto Industry’s Bankruptcy Sale
Explore a compelling M&A narrative delving into the complexities of acquiring distressed auto business assets during a chapter 11 bankruptcy. This blog examines a critical case involving the United Auto Workers pension fund, Fiat S.p.A., and the U.S. and Canadian…
Posted in actual notice to known creditors, bankruptcy sale, distressed business acquisitions Tagged with: airbag incident, asset transfer, Bankruptcy court, bankruptcy sale, buyer responsibilities, Buyer's responsibility, case reference, Chapter 11 bankruptcy, Chrysler, claims, dismiss case, distressed auto business, due diligence, Fiat S.p.A. U.S. and Canadian governments, insights, known creditors, legal dilemma, lessons, liens, M&A challenges, Material Safety Data Sheet (MSDS), notice period, Old Carco LLC, Pre-Closing Liabilities, United Auto Workers pension fund
Recent Posts
- Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
- Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC
- Understanding M&A Asset Buyer Responsibilities for Unassumed Seller Contracts
- Navigating Real Estate Lease Assignments in M&A: A Case Study
- Navigating Earnout Disputes in Mergers & Acquisitions
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- sales order
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- scienter
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- 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
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- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
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- 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
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- 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
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- 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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