Explore a real M&A case study from Round Rock, Texas, where a failure to release a lease guaranty led to a legal dispute. Learn valuable insights into the consequences and lessons learned. M&A Stories December 29, 2018 In an M&A…
Monthly Archives: December 2018
Buyer’s Legal Action for Lost Profits in Urgent Care Center Acquisition
Explore a case study where a buyer sued the seller over lost profits in an urgent care center acquisition. Learn about the legal aspects and due diligence considerations. M&A Stories December 21, 2018 In this case, a buyer in the…
Posted in Buyer beware, due diligence, economic loss doctrine, material contracts, representations and warranties Tagged with: Buyer's legal action, Case Study, due diligence, fraud, Gusdorff v. MNR Industries LLC, healthcare acquisition, lost profits, M&A legal blog, Material breach, physician absence, Purchase agreement, third-party payor agreements, urgent care center
Israeli Pharma Buyer’s Fraud Claim Against Mexican Pharma Seller Dismissed
Explore the case of an Israeli pharma company’s fraud claim against a Mexican pharmaceutical seller and its dismissal. Learn about the importance of due diligence in M&A deals. M&A Stories December 19, 2018 In 2015, an Israeli pharma company (Buyer)…
Posted in compliance with all applicable laws, extra-contractual fraud, fraud in business sale, indemnification cap, representations and warranties Tagged with: Buyer's lawsuit, Due diligence in M&A, fraud claim dismissal, Israeli pharma buyer, Legal violations, M&A legal case, Mexican FDA compliance, Mexican pharmaceutical seller, Representation and Warranty, Thorough due diligence
Buyer’s Financial Misrepresentations in M&A Deal: A Cautionary Tale
Explore a cautionary tale in M&A where a seller alleged fraud due to buyer’s financial misrepresentations. Understand the legal nuances and lessons learned. M&A Stories December 17, 2018 In this M&A legal blog post, we discuss a case where a…
Posted in due diligence, fraud in business sale, material, receipt of buyer equity or security, receipt of buyer equity or security, reliance Tagged with: asset purchase agreement, Buyer's financial misrepresentations, Fraud in M&A, Indemnification obligations, Inflated forecasts, Justifiable reliance, Legal staffing services, Lessons in M&A, M&A legal blog, Material misrepresentation, Seller's equity
Key Lessons from a Palo Alto M&A Dispute
Explore a significant M&A dispute involving a Palo Alto company and the key lessons learned from this case. Understand the importance of addressing debt subordination in M&A deals to avoid costly disputes. M&A Stories December 13, 2018 In December 2018,…
Posted in implied covenant of good faith and fair dealing, promissory note, subordination Tagged with: Bank Financing, business law, buyer-seller dispute, Court ruling, Debt Subordination, implied covenant of good faith and fair dealing, Key Lessons, Legal case reference, legal insights, M&A dispute, Mergers and Acquisitions, Palo Alto M&A Dispute, Post-Closing Down Payment, purchase price adjustments, stock purchase agreement
IRS Recovers Tax in Complex M&A Stock Deal
Explore the complexities of M&A transactions and the IRS’s pursuit of tax recovery in a stock deal. Learn from the case of Shockley v. CIR. M&A Stories December 11, 2018 In 2000, a couple who founded a media company in…
Buyer’s Misrepresentation Claim Fails Due to Economic Loss Doctrine
Explore a recent case involving a buyer’s misrepresentation claim in an M&A deal. Learn how the economic loss doctrine played a crucial role in the outcome and its implications for similar cases. M&A Stories December 7, 2018 In a recent…
Posted in economic loss doctrine, fraud in business sale, negligent misrepresentation, tort misrepresentation in M&A Tagged with: Breach of fiduciary duty, business litigation, Buyer's rights in M&A, economic loss doctrine, Fraud Carveout, Fraudulent inducement, Legal dispute, M&A misrepresentation claim, stock purchase agreement, Tort claims in M&A, Wisconsin contract manufacturing
Delaware Court Ruling: Buyer Denied Share of Target’s Tax Deductions
Explore a Delaware Court of Chancery case involving a retail shelving labels company’s M&A deal and the complexities of transaction tax deductions. Learn about the legal process, disputes, and important takeaways in sharing tax benefits during M&A transactions. M&A Stories…
Posted in sharing transaction tax deduction benefits Tagged with: Ambiguity in agreements, Buyer's lawyer, Buyer-seller negotiations, Delaware Court of Chancery case, Dispute resolution in M&A, Legal process in M&A, M&A tax deductions, Retail shelving labels company, Seller's lawyer, Sharing tax benefits, stock purchase agreement, Tax benefit allocation, Tax indemnity, Tax-sharing arrangement, Transaction tax deductions, working capital adjustments
Non-Disclosure of Customer Contract Nonrenewal in M&A Deal
Explore a 2015 M&A case where the disclosure of customer contract nonrenewals becomes a pivotal issue. Gain insights into the importance of clear language in M&A agreements. M&A Stories December 5, 2018 In a 2015 M&A case, a buyer based…
Posted in Buyer beware, representation and warranty about customers, representations and warranties, stock purchase agreement Tagged with: Buyer's Rights, contract nonrenewal, customer contract termination, Disclosure obligations, Latisys Holdings, Legal Disputes, M&A agreements, M&A case study, M&A legal blog, nondisclosure of major customer nonrenewals, post-closing issues, Seller's obligations, stock purchase agreement, Zayo Group
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