Learn why a seller’s failure to conduct “reverse due diligence” on immigration compliance can lead to costly post-closing lawsuits. This blog uses a real Delaware M&A case to show how unmanaged legal risks, especially concerning undocumented employees, can unravel a…
Blog Archives
The Price of an Informal Disclosure: The Hidden M&A Seller Mistake
Discover why informal disclosures can’t protect you in M&A. This blog post examines a Delaware case where a seller’s oral disclosure led to a multi-million dollar lawsuit, highlighting the critical need for contractual carve-outs in lower middle market deals. Learn…
Posted in Problems with financials Tagged with: APA, asset purchase agreement, Business acquisition, buyer due diligence, contractual provisions, Delaware law, disclosure schedules, indemnification, legal risk management, lower middle market M&A, M&A advisors, M&A Due Diligence, M&A law, M&A litigation, M&A mistakes, M&A negotiation, pre-closing, private company M&A, representations and warranties, seller mistakes
Protecting Your Earnout in a Post-Closing Seller Bankruptcy
Unlock critical insights for lower middle market M&A. This post reveals a non-obvious risk for sellers relying on earnouts: what happens when the selling entity faces post-closing bankruptcy? Learn crucial pre-closing contractual strategies to protect your earnout and navigate complex…
Posted in earnouts in bankruptcy, problems with earnouts Tagged with: APA, asset purchase agreement, bankruptcy law, Business Sale, Buyer's Perspective, Chapter 11, contingent payment, contract drafting, contract rejection, contractual provisions, Corporate Law, deal-making, distressed M&A, due diligence, Earnout Provisions, earnouts, legal advice, Legal Disputes, legal risk management, lower middle market M&A, M&A, M&A advisors, M&A litigation, Mergers and Acquisitions, negotiation strategies, Post-closing adjustments, post-closing obligations, pre-petition debt, private company M&A, Purchase Price, sale of business, seller bankruptcy, Seller's Perspective, transaction structuring, vested rights
In Asset Sales How to Preserve Your Right to Recover Damages from a Co-Owner’s Pre-Closing Misconduct
For lower middle market M&A asset sales, learn a critical strategy to preserve seller owners’ rights to recover damages from pre-closing misconduct like fiduciary breaches or diverted opportunities. A recent Delaware case highlights how overlooked contract language can jeopardize these…
Posted in Excluded Assets Tagged with: APA, asset purchase agreement, Baugh v Ingle case, business sale legal issues, co-owner disputes, contractual provisions, corporate opportunity usurpation, Delaware Court of Chancery, derivative claims, excluded assets, family business M&A, fiduciary duty breach, founder exits, fraud claims, legal pitfalls, legal risk management, lower middle market M&A, M&A advisors, M&A asset sales, M&A Due Diligence, M&A legal strategy, post-closing litigation, pre-closing misconduct, private company M&A, private equity acquisition, retained claims, seller owners, Strategic buyer
Undisclosed Founder Loan Leads to Post-Merger Liability
Undisclosed shareholder loans can become post-merger liabilities, creating unexpected financial exposure for buyers. This blog explores a real M&A case where a founder’s unrecorded loan led to legal disputes after a merger. Learn how courts interpret implied repayment obligations, why…
Posted in Problems with Undisclosed Liabilities Tagged with: Acquisition Agreements, asset vs. stock purchase, balance sheet risks, Business acquisitions, business law, corporate finance, deal structuring, due diligence, founder loans, implied contracts, legal pitfalls in M&A, M&A Disputes, M&A litigation, merger liabilities, New York M&A Cases, post-closing risks, private company M&A, shareholder loans, startup funding, undisclosed liabilities
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