Explore the implications of the WARN Act in the M&A context through a case study on the buyer’s accountability for unpaid compensation to former employees in the acquisition of a trucking business. Gain insights into the legal proceedings, court rulings,…
Monthly Archives: September 2018
Buyer’s Liability in Trucking Business Acquisition: A WARN Act Case Study
Posted in layoff notice law or Warn Act, post asset purchase issues Tagged with: Acquisitions, asset purchase agreement, Business as a Going Concern, Buyer's Purchase, Court of Appeals decision, Court ruling, Day v. Celadon Trucking Services Inc., due diligence, Employee Transition, legal proceedings, Liability in M&A, M&A, Trucking Business Acquisition, WARN Act
Maryland Court Upholds Forum Selection Clause in M&A Dispute
Explore the Peterson v. Evapco, Inc. case where a Maryland court enforced a forum selection clause in an M&A legal battle. Understand the implications of forum selection clauses in confidentiality agreements and their impact on non-signatories involved in business transactions.…
Posted in covenant not to compete, enforce against nonparty, forum selection clause, nondisclosure agreement Tagged with: appellate court, Business Transactions, buyer-seller relationship, case reference, commercial HVAC industrial process power industrial refrigeration markets, competition prohibition, confidentiality agreement, contractual arrangements, Court decisions, dispute resolution, Forum selection clause, John McCauley, Legal action, legal development, legal implications, M&A agreements, M&A legal battle, Maryland court, Maryland law, Maryland state court, noncompetition agreement, Personal Jurisdiction, Peterson v. Evapco Inc.
Buyer’s Unemployment Tax Liability: Navigating Successor Issues in M&A
Explore the complexities of unemployment tax liability in M&A transactions through a Palisade case study. Understand the legal implications for buyers and the importance of navigating successor issues. Stay informed on how operational changes post-acquisition may not exempt buyers from…
Posted in seller's unemployment experience rating, successor liability Tagged with: buyer's responsibilities in asset acquisition, buyer's tax rate, Colorado Department of Labor and Employment, Court of Appeals of Colorado, Dos Almas LLC v. Industrial Claim Appeals Office, employment retention in M&A, Legal proceedings in M&A, M&A unemployment tax, Palisade case study, post-acquisition operations, successor liability, successorship issues, tax rate liability in M&A
Legal Dispute Over Earnout: Lessons for Business Sellers
Explore the intricacies of a recent M&A case involving a privately held PR firm and a New York City-based buyer. Delve into the background, the unfolding dispute, the court’s ruling, and the implications for sellers considering earnouts. Learn valuable lessons…
Posted in earn outs Tagged with: Business acquisition, business litigation, business sellers' consideration, Buyer Obligations, Buyer-seller disagreement, Court ruling, earnout case, earnout lessons, Earnout Payments, Hoffman v. Nutmeg Music Inc., M&A legal dispute, risks of earnouts, seller's management style, stock purchase agreement, target client net revenues
Tax Implications for Sales Reps in Business Asset Sales: A Case Study
Explore the tax implications for sales representatives in business asset sales through a real case study. Learn about the challenges faced by an employee in categorizing sales proceeds as capital gains and the crucial court ruling that determined the nature…
Posted in personal goodwill, sale of assets of business Tagged with: Asset purchase agreements, Business Asset Sales, Capital gains in M&A, Goodwill in business sales, IRS rulings on termination payments, M&A tax implications, Potter v. Commissioner of Internal Revenue, Sales representative taxation, Termination payment tax dispute, United States Tax Court decision
Disputed Oral Modification Sinks $5 Million Investment Deal
Explore a recent M&A legal development where a federal district court dismissed a breach of contract claim over an alleged oral modification to a stock purchase agreement. Gain insights into the importance of documenting changes in major agreements and the…
Posted in integration clause, no oral modifications of contract, waiver of contractual provision Tagged with: Breach of contract, case reference, Delaware law, Documenting agreements, Integration clauses, Investment dispute, Investor lawsuit, Laboratory equipment, Legal outcome, M&A legal development, Oral modification, Regenerative medicine, Stem-cell harvesting, stock purchase agreement, Written evidence
Court Deems Non-Compete in M&A Employment Agreement Unenforceable
Explore a recent M&A case where a court ruled a non-compete clause in an employment agreement unenforceable. Delve into key details, including the background, agreements, termination, legal dispute, court’s decision, severance dispute, and trade secret allegations. M&A Stories September 17,…
Posted in covenant not to compete, customer list, trade secret misappropriation Tagged with: asset purchase agreement, Business acquisition, business expansion, Buyer-Seller Relations, case reference, contract disputes, Court decision, Court ruling, Employment agreement, Employment law, Legal dispute, legal implications, M&A Case, M&A legal blog, Minnesota law, Non-compete Clause, non-competes in M&A, Riddle v. Geckobyte.com Inc., severance dispute, termination, trade secret allegations, trade secrets, unreasonable customer scope, unreasonable term
Dispute Over Severance Payments: A Lesson in Clear Contract Language
Explore the legal battle in Perrigo Company v. International Vitamin Corporation, highlighting the importance of clear contract language in M&A transactions. Learn how a complex asset purchase agreement led to a $1.2 million reimbursement dispute and the lessons for avoiding…
Posted in hiring seller's employees, overly complicated language in contract Tagged with: asset purchase agreement, Business sale conflicts, Clear Contract Language, Complex agreements, International Vitamin Corporation, Legal battle in Delaware, Lessons in contract clarity, M&A legal dispute, Perrigo Company, Severance payments
Clarifying Investment Banking Engagement Agreements in M&A Transactions
Explore a legal dispute between a Toronto-based investment banking firm and its M&A client. Gain valuable insights into industry lessons as we delve into a successful stock sale, the disagreement over a success fee, and the intricacies of debt assumption.…
Posted in fee based upon buyer debt assumption, investment banker/business broker, success fee Tagged with: Breach of Contract Lawsuit, Change of Control Clause, Credit Agreement Amendment, Debt Assumption, Fuller Landau Advisory Services Inc., Gerber Finance Inc., guaranty agreement, Industry Insights, Investment Banking, Legal dispute, M&A Transactions, Manhattan federal district court, New York law, Stock sale, Success Fee
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