Explore the intricacies of M&A escrow with insights from the NSI-MI HOLDINGS case, a $230 million acquisition involving a 15-month escrow period. Learn key takeaways and court rulings on indemnification obligations, providing valuable lessons for crafting effective escrow agreements in…
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M&A Funds in Escrow: A Lesson from NSI-MI HOLDINGS, LLC v. Ametek, Inc.
Posted in problems with escrows Tagged with: Ametek Inc., buyer's indemnity claim, Case Study, contractual disputes, Court ruling, crafting escrow agreements, customer dispute, defense contractor, Delaware Superior Court, echo-free chamber, electronic equipment testing, escrow, escrow duration, escrow period alignment, escrow release, escrowed funds, indemnification, Legal Blog, M&A, M&A Storie, M&A Transactions, Mergers and Acquisitions, microwave test solutions, NSI-MI HOLDINGS, Post-closing challenges, Purchase agreement, radio frequency, stakeholder interests, stakeholder lessons
Casino and Hotel Sale During Pandemic: Legal Clarification
Explore the legal intricacies of a deferred closing in the world of business acquisitions, as we analyze a case involving a Las Vegas casino and hotel sale during the COVID-19 pandemic. Discover how legal proceedings unfolded and the outcome in…
Posted in deferred closing Tagged with: Business acquisitions, Casino and hotel sale, COVID-19 pandemic, deferred closing, Earnest money compensation, Earnest money deposit, Gaming license, legal proceedings, Lucky Lucy D LLC v. LGS Casino LLC, M&A legal blog, Material breach, Nevada Gaming Commission, Nevada Supreme Court, Ordinary Course of Business Covenant, Purchase agreement, State trial court
COURT HOLDS PRODUCT LINE BUYER NOT LIABLE FOR PRE-CLOSING TALC SALES CLAIMS
In a battle between two Pharma giants, a Delaware state court held that the seller retained liability for potentially billions of dollars for pre-closing sales of talc products. M&A Stories April 24, 2023 Introduction A buyer of a business can…
BUYER NO LONGER REQUIRED TO PAY SELLER EARNOUT
Explore a recent M&A case where a buyer’s bankruptcy reorganization led to the elimination of an earnout obligation in the purchase of cloud-based secure messaging IP. Learn about the legal implications and key takeaways from this situation. M&A Stories March…
SELLER LOSES $605K DEPOSIT FOR FAILURE TO FOLLOW TERMINATION PROCEDURE IN $12.1 MILLION DEAL
The seller did not follow purchase agreement when it (a) sent notice of termination of the deal to buyer by electronic mail and (b) failed to give buyer ten business days to cure the default. M&A Stories March 13, 2023…
BUYER’S WARRANTY PROMISE EXPOSES LEGAL CONSEQUENCES IN MANUFACTURER’S ASSET ACQUISITION
A New Hampshire federal district court permitted the distributor to pursue a claim against the buyer based upon its assurances made to the distributor before closing. The buyer did not tell the distributor that its responsibility to fix printers sold…
BUYER CAN’T SEEK DAMAGES FOR HOSPITAL CONDITION DUE TO “AS IS” PURCHASE
A Pennsylvania federal court holds that a “hospital cannot be sold ‘as is’ while simultaneously representing compliance with the rules, regulations, or requirements that govern the hospital’s physical condition. M&A Stories September 14, 2022 Introduction Purchasing a business “as is”…
FEDERAL COURT RULES SEARS OWNS $6.3 MILLION CASH FROM EQUITY SALE OF FOREIGN SUBSIDIARIES
In a bankruptcy asset sale of Sears, the buyer had the option of purchasing the equity of the foreign subsidiaries in the event of problems with a foreign asset transfer. The buyer did and to the surprise of all, the…
Buyer’s Liability in M&A Deals: Understanding Product Line Exceptions
Explore the concept of buyer’s liability in M&A deals and the impact of product line exceptions. Learn from the McAllister v. Mcdermott case and understand how to manage potential risks when acquiring manufacturing businesses. M&A Stories December 02, 2020 Introduction:…
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