Exploring a legal case where a business owner’s personal behavior led to personal liability in an M&A transaction. Learn how a seller’s owner can be held accountable for their actions even when not directly named in the agreement. February 28,…
Monthly Archives: February 2020
Can a Buyer Hold a Seller’s Owner Accountable for M&A Behavior?
Posted in alter ego, breach of contract, breach of representations and warranties, representations and warranties Tagged with: asset purchase agreement, bad behavior, business owner's personal actions, Business Sale, Court decision, Legal dispute, LLC liability, M&A behavior, personal accountability, seller's owner liability
Enforcing Unwritten Promises: Manager’s Share in APA Purchase Price
Explore a case where verbal promises to key employees in business sales led to legal complications. Learn how unwritten agreements can affect M&A deals and the importance of documenting such agreements. February 19, 2020 Introduction: It’s common for business sellers…
Seller’s Owner Found Liable to Pay Buyer’s $1.7 Million Legal Fees: A Lesson in Contractual Guarantees
Explore a significant M&A legal case where a seller’s owner was held liable to pay $1.7 million in buyer’s legal fees. Learn how contractual guarantees and dispute resolution methods impact post-acquisition disputes. Case analysis of Summers Laboratories, Inc. v. Shionogi…
Posted in Attorney's Fee Provision, Guaranty Tagged with: APA obligations, arbitration, attorney's fees, buyer's legal fees, contractual guarantees, dispute resolution, guaranty agreement, Inc. v. Shionogi Inc., M&A legal case, post-acquisition disputes, seller's owner liability, Summers Laboratories
Creative Stock Acquisition: Unpacking the $10 Million Tax Costs and Interest
Explore a recent M&A case involving a creative stock acquisition strategy with unexpected tax consequences. Learn how an IRS ruling imposed $10 million in penalties and interest on investors. Get insights into the legal complexities of midco transactions and their…
Posted in asset vs stock deal, midco transaction, tax penalties and additions, transferee liability for taxes IRC Section 6901, Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act Tagged with: Alta V Limited Partnership, Asset acquisition, Business Sale, case analysis, creative tax planning, interest, investor liability, IRS Ruling, legal complexities, M&A legal blog, midco transaction, penalties, stock acquisition, tax consequences, Tax Court
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