Explore the legal intricacies of enforcing noncompetition agreements in M&A transactions. Delve into a recent case where a buyer’s right to enforce a non-compete clause was contested after the sale of business assets. Gain valuable insights into contract acquisition, potential…
Monthly Archives: October 2018
Dispute Resolution in M&A: Buyer’s Claim Dismissed in Software Breach Case
Explore a recent M&A case where a buyer’s claim in a software breach dispute was dismissed. Gain insights into the importance of language in release agreements and learn from the experiences of a Jacksonville-based insurance company acquiring a Fort Lauderdale-based…
Posted in book value adjustment, purchase price Tagged with: Appellate Division - Supreme Court of New York, buyer's claim dismissal, Cypress Group Holdings v. Onex Corp., Insurance Company Acquisition, Legal action, M&A Dispute Resolution, negotiation, New York court, private insurance company, purchase price adjustment, release agreement, Representation and Warranty, software application defects, software breach case, stock purchase agreement
Federal Court Ruling on Asset Buyer’s Liability for Seller’s Wage and Hour Issues
Explore the intricacies of a recent federal court ruling in Diaz v. Slayton One Cleaner Inc., dissecting the responsibility of asset buyers for seller’s wage and hour issues in M&A transactions. Understand the court’s decision and its implications for small…
Posted in due diligence, federal wage and hour violations, successor liability Tagged with: Asset Buyer Liability, Diaz v. Slayton One Cleaner Inc., Due Diligence in Acquisitions, Federal court ruling, M&A legal blog, New York M&A Cases, Seller's liabilities, Small Transaction Red Flags, Successor liability doctrine, Wage and Hour Issues
Buyer’s Failure to Follow Escrow Agreement Procedures Leads to Release of Funds: A Cautionary Tale
Explore the cautionary tale of an M&A case where the buyer’s failure to adhere to escrow agreement procedures resulted in the release of funds. Learn the importance of strict adherence to specified notice procedures to safeguard interests in M&A transactions.…
Posted in escrow, fraud in business sale, notice provision, reliance Tagged with: Buyer's misstep, Court decision on escrow, Escrow agreement procedures, Legal dispute resolution, M&A Case, M&A transaction lessons, Notice procedures in M&A, PR Acquisitions LLC v. Midland Funding LLC, Purchase agreement indemnification, Release of escrow funds
Buyer’s Indemnification Claim and Pre-Closing Tax Refunds: A Cautionary Tale
Explore the intricacies of indemnification claims in M&A through a cautionary tale of a private equity firm’s acquisition of an environmental remediation company. Learn from the legal challenges, court rulings, and the importance of setoff provisions in stock purchase agreements.…
Posted in offset or setoff provision Tagged with: Buyer's indemnification, Case reference: Cricket Stockholder Rep LLC v. Project Cricket Acquisition Inc., Court rulings in M&A, Environmental remediation company, Indemnification claims, Legal actions in M&A, M&A legal blog, New York State Court, Offset provisions, Post-closing challenges, Post-closing transition, Pre-closing tax refunds, Private equity firm, Risk mitigation in M&A, Setoff provisions, stock purchase agreement
Dispute Resolution in M&A: Understanding Liability Releases
Explore crucial insights into liability releases in M&A transactions through the analysis of a legal dispute arising from the stock acquisition of a New Jersey-based environmental services and waste management company. Learn about insurance details, release clauses, and the implications…
Posted in shareholder release, stock purchase agreement Tagged with: buyer's protection, Contractual obligations in M&A, Delaware Court of Chancery, Insurance in M&A transactions, Legal insights in M&A, Liability releases, M&A Dispute Resolution, Post-closing disputes, Pre-Closing Liabilities, stock purchase agreement
Key Takeaways from Recent M&A Case: Buyer’s Indemnification Rights Clarified
Explore the legal intricacies of a recent M&A case where a restraint system manufacturer acquired a seat belt producer, leading to a dispute over indemnification for pre-closing product liability claims. Understand the court’s ruling and the implications for buyers and…