Explore a case study involving a CEO’s potential liability for withholding critical financial information in a merger proxy. Learn about the legal implications and the court’s ruling in this M&A legal blog. M&A Stories December 24, 2020 Introduction: In mergers,…
Monthly Archives: December 2020
CEO’s Potential Liability for Withholding Buyer’s Financials in Merger Proxy
Posted in officer duty of care, shareholder approval of deal Tagged with: audited financials, breach of duty, CEO liability, Corporate governance, Delaware law, duty of care, financial disclosure, In Re Baker Hughes Incorporated Merger Litigation, M&A legal case, merger proxy, shareholder approval, unaudited financials
Buyer’s Ability to Sue Seller for Fraud in Delaware “As Is” Deal
Explore the legal implications of fraud in M&A deals, particularly in cases where buyers agree to purchase assets “as is” without explicit assurances. Learn from a real case study and understand the importance of representations and warranties in protecting buyers’…
Business Sale Payments at Risk: COVID and Buyer’s Legal Troubles
Explore a real M&A case where a business owner’s post-sale payments were jeopardized due to a buyer’s legal issues and the COVID-19 pandemic. Learn about the complexities of deferred payments and the risks they entail. M&A Stories December 10, 2020…
Posted in risk of post closing payments Tagged with: business deal complications, business sale payments, business transaction risks, buyer's legal troubles, COVID-19 impact, deferred payments, financial scandals, Illinois litigation, LLC, M&A case study, pandemic challenges, post-closing payments, Yeh v. Prairie E&L Management
Buyer Cannot Sue Seller for Withholding Pending Customer Loss Information
Explore a case study in M&A where the buyer’s inability to sue the seller is examined due to contractual limitations on claims beyond representations and warranties. M&A Stories December 10, 2020 Introduction: When considering the purchase of a business, it’s…
Posted in contracts, due diligence, extra-contractual fraud, fraud in business sale, non-reliance clause Tagged with: asset purchase agreement, Business acquisition, Business Transactions, buyer-seller dispute, contractual limitations, contractual representations, Delaware law, due diligence, fraud, Humana contracts, Legal action, loss of major customer, M&A legal case study
Buyer’s Bankruptcy Resulting from Trademark Dispute in M&A Deal
Learn from a cautionary tale of bankruptcy resulting from a trademark dispute in an M&A deal. Understand the importance of addressing trademark conflicts before acquisition and the role of legal advice. M&A Stories December 08, 2020 Introduction: When considering the…
Buyer’s Post-Closing Default Shatters Seller’s High-Risk Exit Plan
Explore a real M&A case where a seller’s risk-laden exit plan crumbled as the buyer defaulted on payments. Gain insights into the legal dispute and learn valuable lessons on safeguarding transactions. M&A Stories December 07, 2020 Introduction: Selling a business…
Posted in Guaranty, securing buyer's note, securing deferred purchase price, security agreement, seller carried purchase price Tagged with: asset purchase agreement, buyer's owner liability, collateral, Legal dispute, LLC, M&A, post-closing default, Purchase Price, risk management, seller's exit plan
Delaware Chancery Court’s Jurisdiction Hinged on Nature of ADR in M&A Dispute
Explore a pivotal M&A case where Delaware Chancery Court’s jurisdiction hinged on ADR nature. Learn how dispute resolution processes impact court access in acquisitions. M&A Stories December 04, 2020 Introduction: In acquisitions, settling the purchase price often involves adjusting the…
Buyer’s Liability in M&A Deals: Understanding Product Line Exceptions
Explore the concept of buyer’s liability in M&A deals and the impact of product line exceptions. Learn from the McAllister v. Mcdermott case and understand how to manage potential risks when acquiring manufacturing businesses. M&A Stories December 02, 2020 Introduction:…
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