Explore a recent M&A legal case where a New York federal district court examined non-compete breaches and trademark infringement. Gain insights into non-compete obligations, the introduction of a new competing product post-closing, preliminary injunctions, and the nuanced interpretation of M&A…
Monthly Archives: January 2019
Court Finds Seller Did Not Breach Implied Nonsolicitation Obligation in M&A Case
Posted in covenant not to compete, nonsolicitation of employees and customers, trademark infringement Tagged with: asset purchase agreement, Biotene product line, Glaxosmithkline LLC v Laclede Inc, intellectual property, M&A agreements, M&A legal dispute, New York implies nonsolicitation covenant when selling goodwill of business., New York law, non-compete breaches, nonsolicitation obligation, perpetual non-compete, Preliminary injunction, Trademark Infringement
Buyer’s Asset Acquisition: No Responsibility for Seller’s Alleged Forced Labor Liability
Explore a complex M&A case involving the liability of a buyer for a seller’s alleged forced labor issues. Discover how the court ruled in favor of the buyer, highlighting the importance of thorough due diligence in mergers and acquisitions. M&A…
Posted in asset purchase agreement, Buyer beware, federal employer liability, notice, seller rep of no federal employer liability, successor liability Tagged with: asset purchase agreement, Buyer's asset acquisition, Buyer's responsibility, Carter v Paschall Truck Lines Inc, Class action lawsuit, Court ruling in M&A, Due Diligence in Acquisitions, Federal forced labor statute, Forced labor liability, Lease agreements in M&A, Legal implications in M&A, M&A Case, M&A legal blog, Merger and acquisition law, Seller's asset sale, Seller's unlawful conduct, successor liability, Trucker's claims
Fair Treatment of Minority Shareholders in M&A – A Case Study
Explore a case study on the fair treatment of minority shareholders in an M&A deal. Learn about the challenges, legal implications, and the role of controlling shareholders in this insightful analysis. M&A Stories January 28, 2019 In a recent merger…
Posted in business judgment rule, controlling shareholder fiduciary duty M&A, entire fairness Tagged with: Business judgment rule in M&A, Controlling shareholders' fiduciary duty, Delaware fairness rule, Independent board committees, M&A fairness case study, M&A legal challenges, Merger negotiations, Minority shareholders' rights, Shareholder litigation, Vardakas v American DG Energy INC
Navigating M&A Disputes: A Debt Case Study
Explore a complex M&A case study involving shareholders, personal guarantees, and debt owed to Wells Fargo. Learn from the legal battle and verdict in this insightful analysis of M&A disputes. M&A Stories January 23, 2019 In this case study, we…
Posted in equitable contribution, personal guaranty of company debt by selling shareholder, shareholder buyout of partner, stock purchase agreement Tagged with: court verdict, Debt in M&A, Equitable contribution, Financial litigation, Forbearance agreement, Iowa Court of Appeals, Legal battle analysis, Legal case reference, Loan default, M&A case study, Personal guarantees, Shareholder disputes, Shcharansky v Komm, stock purchase agreement, Wells Fargo debt
Understanding Successor Liability in M&A Deals: Michigan vs. New Jersey
Explore the nuances of successor liability in M&A deals, focusing on the legal case of Varilease Finance, Inc. v. Earthcolor, Inc. This blog simplifies the complexities of Michigan and New Jersey’s successor liability tests, offering insights for professionals in the…
Posted in asset buyer's assumption of seller's liabilities by contract, asset purchase agreement, asset seller's liabilities, assumed liabilities, assumption of a contract, buyer's assumption of seller liabilities in asset acquisition, excluded liabilities, mere continuation, seller owners equity interest in buyer, successor liability Tagged with: Asset buyer, asset purchase agreement, Business acquisition, Case Study, Due diligence in M&A, Legal dispute, M&A legal blog, Master Lease Agreement, Mere Continuation Rule, Michigan law, Michigan vs. New Jersey, New Jersey law, successor liability, Successor liability risks, Varilease Finance Inc. v Earthcolor Inc
Investment Banker’s Fee Approved in Chapter 11 Asset Sale Despite Challenges
Explore a recent case where an investment banker successfully secured their fee in a Chapter 11 asset sale, despite opposition from the trustee and creditors. Learn about the background, prepetition efforts, Chapter 11 petition, auction outcome, and the court’s decision…
Posted in approval of investment banking fee, bankruptcy sale, distressed business acquisitions, investment banker/business broker Tagged with: Auction outcome, Bankruptcy court, Bankruptcy Estate, Bankruptcy proceedings, Celebrity chef-owned restaurant, Chapter 11 asset sale, Court's Decision, Creditor opposition, Fee approval, Financial analysis, Imputed hourly rate, In re Garces Restaurant Group Inc, Investment banker fee, Legal Blog, M&A Case, Post-petition negotiations, Prepetition efforts, Similar cases, Stalking Horse Bidder, Trustee opposition
Seller’s Responsibility for Permits in M&A Deals
Explore a case study in M&A deals where the seller’s responsibility for permits became a legal issue. Learn about deal modifications, legal battles, and key takeaways. M&A Stories January 18, 2019 In a notable M&A case, a Palo Alto-based business…
Posted in Buyer beware, compliance with all applicable laws, due diligence, land use issues, representations and warranties, stock purchase agreement Tagged with: Case Study, deal modifications, indemnity clauses, legal battle, M&A, occupancy permit, permits, plating permit, stock purchase agreement
Limiting Environmental Remediation Costs in M&A Deals
Explore how to mitigate environmental remediation costs in M&A transactions through a real-life case study. Learn from a legal perspective about managing environmental uncertainties in stock purchase agreements. M&A Stories January 17, 2019 In 2014, a business owner in Palo…
Posted in Buyer beware, environment representations and warranties, environmental remediation, escrow, indemnification, promissory note, purchase price reduction, stock purchase agreement Tagged with: Case Study in M&A, Due diligence in M&A, Environmental Contamination, Legal Aspects of M&A, M&A Environmental Remediation, Mitigating Remediation Costs, stock purchase agreement
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