Navigate the complexities of M&A with insights into mitigating hidden risks in vendor contracts. This article dissects a recent case highlighting the dangers of undisclosed conflicts of interest involving a target company’s insiders and key service providers. Learn practical pre-closing…
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Unseen Ties: Mitigating Conflict of Interest Risks in M&A Vendor Relationships
Posted in Problem with Vendors and Suppliers Tagged with: Acquisition Agreement, April 2025, Business acquisition, buyer protection, CEO conflict, conflict of interest, contractual provisions, Corporate Law, due diligence, indemnification, Indiana Court of Appeals, Legal Blog, legal risk, litigation risk, lower middle market, M&A advisors, M&A legal, M&A Strategy, medical billing, Mergers and Acquisitions, pre-closing, Private Equity, radiology services, representations and warranties, Risk mitigation, Seller obligations, software vendor, transaction law, undisclosed interest, vendor contracts, Zotec v Hulsey
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
Coal Mine Buyer’s Post-Closing Legal Battle Over Reclamation Costs
Explore a detailed analysis of a complex legal battle over reclamation costs following an $88 million bankruptcy acquisition of a coal mine in Pennsylvania. Our latest M&A blog delves into the intricacies of environmental compliance, permit transfers, and the crucial…
Posted in environmental problems Tagged with: asset purchase agreement, asset purchase agreement clarity, Bankruptcy acquisition, buyer obligations in M&A, coal mine permits, contract ambiguity, environmental compliance, external evidence in legal disputes, federal district court, industry-specific legal challenges, legal documentation in M&A, legal skirmishes, M&A legal issues, M&A risk mitigation, M&A transaction pitfalls, Pennsylvania coal mine acquisition, permit transfer disputes, post-closing legal battles, reclamation costs, Seller obligations
SELLER MUST PAY BROKER FEE DESPITE TERMINATION OF ENGAGEMENT
The seller sold his practice to a buyer brought to the seller by the broker within the three year “tail period” after broker terminated the engagement with the seller. M&A Stories March 17, 2023 Introduction A seller of a business…
COURT RULES SELLER BREACHED PURCHASE AGREEMENT BY NOT PROVIDING WRITTEN RECIPES TO BUYER
The court concluded that seller’s owner’s discussion of recipe and menu items with the buyer’s chef did not fulfill the seller’s obligation to “transfer and deliver” all of its “recipes for meals and snacks” to the buyer. M&A Stories March…
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