Explore the intricacies of seller responsibilities for buyer’s pre-closing claim costs in M&A deals. Learn how indemnification provisions can play a crucial role in protecting buyers from unexpected legal challenges. Case reference: ALLERGAN FIN., LLC v. PFIZER INC. April 30,…
Monthly Archives: April 2020
Delaware Court Allows Buyer’s Claims Against Seller for Breach and Fraud in Business Acquisition
Explore a significant M&A legal case where a Delaware court permitted a buyer to pursue claims against a seller for breach and fraud in a business acquisition. Get insights into the buyer’s legal battle and the implications of acquisition agreement…
Posted in damages, exclusive remedy, fraud carveout, indemnification cap Tagged with: acquisition agreement terms, Buyer's Claims, Delaware Court, Firmenich Incorporated v. Natural Flavors, fraud in business acquisition, Inc., industry compliance, Legal dispute, M&A legal case, M&A litigation, organic certificates, organic product manufacturing, seller breach
Safeguarding Purchase Price in Business Sales to Avoid Buyer Bankruptcy Discharge
Learn how to protect the purchase price in business sales to prevent buyer bankruptcy discharge. Explore a real case example and key takeaways for secure transactions. April 20, 2020 Introduction: When a business seller agrees to receive a significant portion…
Posted in seller carried purchase price Tagged with: bankruptcy law, business sales, Business Transactions, buyer bankruptcy discharge, Case Study, collateral, exit strategy, financial records, legal implications, M&A legal, payment agreements, payment security, purchase price protection, securing payments, seller's interests
Buyer’s Problem with Business Seller Failing to Pay Invoice of Valuable Vendor
Explore a recent legal case highlighting challenges in M&A transactions when business sellers fail to pay critical vendor invoices. Learn how clear agreements and meticulous contract drafting can prevent uncertainties and potential conflicts. Case reference: Continental Motors, Inc. v. Danbury…
Posted in Buyer payment of seller retained liabilities Tagged with: asset purchase agreement, Business acquisition, Continental Motors v. Danbury Aerospace, contract drafting, escrow fund, Legal Disputes, M&A legal case, reimbursement rights, seller liabilities, Texas Appellate Court, vendor invoice
Understanding When Indemnification Applies in Asset Purchase Agreements
Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world…
Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: Acquisition Agreements, Asset purchase agreements, Business acquisitions, buyer's protection, Case Study, Continental Motors, Danbury Aerospace, indemnification, indemnification provision, legal outcomes, M&A legal risk, third party vs direct claims
Buyer’s Lengthy Legal Battle Over $58 Million Pension Claim from Seller’s Union
Explore a complex M&A legal case involving a buyer’s struggle against a $58 million pension claim from a seller’s union. Learn how successor liability and careful structuring played a role. April 3, 2020 Introduction: When a business asset buyer acquires…
Posted in federal multiemployer pension plan withdrawal liability, successor liability Tagged with: Asset acquisition, buyer's legal battle, M&A legal case, multiemployer plan, pension fund dispute, pension liability, seller's underfunded pension, successor liability, union pension claim, withdrawal liability
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