Explore the complexities of M&A transactions with a focus on mitigating risks related to buyer stock, foreign exchanges, and legal pitfalls. Gain insights from a real-life case involving a Canadian corporation acquiring a business in Mesa and Scottsdale, and learn…
Blog Archives
Mitigating M&A Risks: Insights on Navigating Buyer Stock, Foreign Exchanges, and Legal Pitfalls
Posted in Uncategorized Tagged with: appellate court, Arizona state trial court, Buyer Stock, Canadian Securities Exchange, federal securities law exemption, foreign exchanges, Fraud allegations, legal pitfalls, M&A Risks, post-closure challenges, post-closure surprises, Purchase Price, securities law exemptions, securities lawyer, U.S. securities laws, Whitestar Solutions LLC v. Medmen Enterprises Inc.
M&A Insights: The Challenge of Collecting $10 Million From a Guarantor
Explore the complexities of collecting a $10 million promissory note from a guarantor in the aftermath of legal troubles. Gain insights from the Eli Global, LLC v. Cieutat case, highlighting the risks and impact on M&A deals. M&A Stories December…
Posted in Problems with Deferred Purchase Price Tagged with: Alabama Supreme Court, Business Sale, Business Transfer, Eli Global LLC v. Cieutat, Financial Downturn, Founder, Guarantor, legal proceedings, Litigation, M&A, merger and acquisition, Private equity firm, promissory note, Purchase Price, risk management
Why a Business Seller May Not Collect Payment from a Buyer’s Guarantor
The subordination agreement entitled the bank to be paid ahead of the seller unless the buyer met certain financial conditions designed for the bank’s security M&A Stories April 11, 2022 Introduction: Selling a business involves the risk of nonpayment for…
Posted in Problems with Deferred Purchase Price Tagged with: Business Seller, Buyer's Guarantor, Deferred Purchase Price, Financial Conditions, Indigo Old Corp. v. Guido, Lawsuit, M&A legal blog, promissory note, Purchase Price, Risk of Collecting Against Buyer Guarantor When There Is Bank Subordination Agreement, Subordination agreement
Buyer’s Post-Closing Default Shatters Seller’s High-Risk Exit Plan
Explore a real M&A case where a seller’s risk-laden exit plan crumbled as the buyer defaulted on payments. Gain insights into the legal dispute and learn valuable lessons on safeguarding transactions. M&A Stories December 07, 2020 Introduction: Selling a business…
Posted in Guaranty, securing buyer's note, securing deferred purchase price, security agreement, seller carried purchase price Tagged with: asset purchase agreement, buyer's owner liability, collateral, Legal dispute, LLC, M&A, post-closing default, Purchase Price, risk management, seller's exit plan
Clarifying SaaS Business M&A Deal: Understanding the Fine Print
Explore the intricacies of a recent M&A case involving the sale of a cloud-based SaaS business. Dive into the details of the deal, including purchase price, royalties, and the legal battle that ensued. June 17, 2019 M&A Stories Introduction: In…
Posted in purchase price, royalty Tagged with: asset purchase agreement, Blue Rooster LLC v. Perficient, cloud-based software, consulting services, Contract Obligations, court verdict, deal intricacies, Inc., intranet portal components, legal battle, M&A, Mergers and Acquisitions, Microsoft SharePoint, product license fees, Professional Fees, Purchase Price, royalties, SaaS, software as a service, subscription revenue, systems integration
Successor Liability in Asset Acquisitions: Protecting Your Business
Explore the complexities of successor liability in M&A asset acquisitions and how to protect your interests. Learn from a real case scenario and key takeaways. M&A Stories April 17, 2019 Introduction: In the world of M&A, asset purchases can be…
Posted in actual knowledge, asset purchase agreement, constructive knowledge, due diligence, inequitable, retaliation, sexual harassment, successor liability Tagged with: asset acquisitions, business protection, case reference, due diligence, indemnification, legal knowledge, legal obligations, M&A, Purchase Price, sexual harassment and retaliation, successor liability
Costly Customer Secrets: Buyer’s $4.4 Million Lesson in M&A
Explore a real M&A case where lack of disclosure about customer issues led to a costly lawsuit. Learn the importance of transparency and diligence in mergers and acquisitions. M&A Stories March 15, 2019 Introduction: In the world of mergers and…
Posted in purchase agreement Tagged with: Breach of contract, business litigation, buyer's lesson, buyer-seller relationship, customer issues, customer relationships, Heritage Handoff Holdings LLC v Fontanella, key customers, Legal Blog, M&A, M&A case study, M&A lawsuit, Mergers and Acquisitions, Purchase Price, reasonable reliance, securities fraud, transparency in M&A
Disputes Over Earnout Calculations: A Cautionary Tale
Explore the intricacies of earnout disputes in M&A deals with a focus on the Warren Hill, LLC v. SFR Equities, LLC case. Learn key takeaways and how to prevent similar conflicts. M&A Stories February 27, 2019 Introduction: In the world…
Buyer’s Purchase Price Adjustment Survives Seller Challenge in Court
Explore a recent M&A case in Indiana where a post-closing audit played a pivotal role in price adjustment. Learn how post-closing audits and purchase price adjustments can be essential in M&A deals with uncertain asset quantities. M&A Stories February 22,…
Posted in purchase agreement Tagged with: Asset cylinders, Asset representations, Indiana federal district court, Inventory accuracy, Inventory shortfall, legal battle, Legal challenge, M&A Case, M&A deals, Mitigating risks, Post-closing audit, Price adjustment, Purchase Price, purchase price adjustment, purchase price holdback, Uncertain assets
Legal Misrepresentation in M&A: Lessons from a Costly Case
Explore a case study involving a Texas-based insurance-claims-adjusting firm’s acquisition gone awry due to legal misrepresentation. Learn about the impact on revenues, the role of due diligence, and the lessons for sellers in M&A transactions. Delve into the details of…
Posted in fraud in business sale Tagged with: acquisition case study, Appellate court ruling, business relationships, Buyer-seller negotiations, customer performance reports, due diligence, financial statements, fraud lawsuit, honesty in business transactions, insurance-claims-adjusting sector, legal misrepresentation, litigation in M&A, M&A legal blog, Purchase Price, QBE insurance company, Seller's obligations
Recent Comments