Explore the intricacies of sharing tax benefits in M&A through a detailed case study of a $1.1 billion stock acquisition. Learn how the choice between stock and asset acquisition impacts after-tax returns and the resolution of disputes in Darling Ingredients…
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Navigating Sharing Tax Benefits in M&A: A $1.1 Billion Case Study
Posted in problems with sharing tax benefits Tagged with: $1.1 Billion Case Study, Accounting Firm Resolution, After-Tax Returns, Asset acquisition, Darling Ingredients Inc. v. Smith, Delaware Court of Chancery, Legal Intervention in M&A, Sharing M&A Tax Benefits, stock purchase agreement, Tax Gains in M&A
Enforcing Oral M&A Promises: A Cautionary Tale
Explore the legal implications of verbal commitments in M&A negotiations through a real-life case study. Learn from the Management Registry, Inc. v. AW Companies, Inc. case and understand the importance of documenting promises in formal agreements to avoid potential legal…
Posted in problems with oral M&A promises Tagged with: Case Study, Closing transactions simultaneously, Contractual disclaimers, Fraudulent inducement, integration clause, Legal actions in M&A, legal implications, Lessons learned in M&A, M&A controversies, M&A negotiations, Management Registry v. AW Companies, Minnesota law, Oral promises, stock purchase agreement, Written agreements in business deals
DELAWARE FORUM SELECTION CLAUSE BINDS SELLER SUBSIDIARY IN ACQUISITION DISPUTE
Delaware Court of Chancery holds that the seller subsidiary, a party to a take-or-pay supply agreement with the target, is subject to the stock purchase agreement Delaware forum selection clause, even though it was not a party to the SPA.…
Posted in enforce against nonparty, forum selection clause Tagged with: Acquisition dispute. Seller subsidiary, Delaware Court of Chancery, Delaware court ruling, Delaware jurisdiction, Florida Chemical Company v. Flotek Industries, Forum selection clause, M&A legal blog, stock purchase agreement, Take-or-pay supply agreement
DELAWARE SUPREME COURT REVERSES $82 MILLION FRAUD AWARD IN M&A CASE
“I meant what I said, and I said what I meant.” Delaware high court holds that stock purchase agreement indemnification fraud carveout was limited to deliberate fraud, not recklessness. M&A Stories August 02, 2021 Introduction: In a recent M&A (Mergers…
Posted in deliberate fraud carveout, exclusive remedy, fraud carveout Tagged with: Delaware High Court, Delaware Supreme Court, Due Diligence Concerns, Express Scripts v. Bracket Holdings, Fraud Carveout, Legal Disputes, M&A Fraud, Pharmaceutical Research and Development, Recklessness Not “Deliberate Fraud”, Reversal of Fraud Award, stock purchase agreement
BUYER ORDERED TO PAY $75 MILLION TO SELLER FOR BREACH OF REPS AND WARRANTIES IN M&A DEAL
In this M&A legal blog, learn about a recent case where a buyer was ordered to pay $75 million in damages to a seller for breaching representations and warranties during an insurance company acquisition. Gain insights into the lawsuit and…
Posted in buyer has no regulatory problems, buyer representations and warranties, seller knowledge Tagged with: Breach of Reps and Warranties, Damages and Interest, GBIG Holdings, Inc. v. Resolution Life LP, Insurance Company Acquisition, Legal Blog, M&A, Manhattan State Court, Merger and Acquisitions, Regulatory Problems, stock purchase agreement
Stock Seller Takes Legal Action Against Buyers Over Failure to Close S Corp Books for Q1 Tax Loss
Explore a case study where a stock seller filed a lawsuit against buyers due to a breach of stock purchase agreement. Learn about the significance of Section 1377 election and clear communication in M&A transactions. July 27, 2020 Introduction: When…
Typo Leads to Legal Dispute: Stock Seller Sues Buyer for Tax Refund for Target’s Pre-Closing Operations
Explore a legal case where a simple typo in an acquisition agreement led to a complex dispute. Learn about the conflict, the legal arguments, and the court’s decision in Heritage Handoff Holdings, LLC v. Fontanella. July 10, 2020 Introduction: Acquisition…
Posted in allocation of preclosing taxes refunds and credits, stock purchase agreement, typo or scriverner's error Tagged with: Acquisition Documents, Delaware Federal District Court, Heritage Handoff Holdings, legal case analysis, Legal dispute, legal practitioner insights, LLC v. Fontanella, M&A legal blog, mistake in contract, payment discrepancy, pre-closing operations, stock purchase agreement, Summary judgment, tax refund
Court Approves Seller’s Fraud Lawsuit in Earnout Dispute
Explore a real-life M&A dispute where a seller’s fraud lawsuit against a buyer over an earnout disagreement led to a court ruling. Gain insights into the legal intricacies of this case and the implications for M&A agreements. November 6, 2019…
Posted in anti-reliance clause, earn outs, integration clause Tagged with: anti-reliance provision, earnout dispute, fraud lawsuit, Gruner v. Huron Consulting Group, Illinois common law, Illinois Securities Law, Inc., integration clause, Keywords: M&A lawsuit, legal analytics company, stock purchase agreement
Business Buyer’s Suit Against Seller is Hampered by Missing Due Diligence Binder
Learn about a crucial M&A case involving a buyer’s lawsuit against a seller due to missing due diligence binder. Explore the legal implications and lessons from Cardinal v. Lupo. October 29, 2019 Introduction: Purchasing a company involves legal risks, and…
Seller’s Stock Purchase Agreement Disclosure and the $1.4 Million Claim
Explore this M&A legal blog post that delves into the case of a $1.4 million claim arising from a stock purchase agreement disclosure. Gain insights into the legal outcome, key takeaways, and strategies to minimize liability in M&A deals. M&A…
Posted in disclosure schedule, No Undisclosed Liabilities, stock purchase agreement Tagged with: $1.4 million claim, Business problems disclosure, buyer's claim, Disclosure schedule, due diligence, Healthcare coverage, Inc., Inc. v. Wellcare Health Plans, Legal outcome, M&A case study, M&A legal blog, M&A Risk Management, Minimizing liability, Molina Healthcare, New York Department of Health, no undisclosed liabilities, Refund of pre-closing income, stock purchase agreement, Supreme Court ruling
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