The asset purchase agreement gave the seller the right to terminate the asset purchase agreement if the FCC did not consent to the sale before a deadline. The seller’s termination of the deal 6 months after the deadline was valid.…
Monthly Archives: August 2021
BUYER’S CLAIM DENIED AS SERVICE VENDOR CONTRACT WAS NOT ACQUIRED IN ASSET PURCHASE
Under the asset purchase agreement, the buyer only acquired specifically identified contracts. This did not include the service vendor contract. The result? The buyer’s claim against the service vendor was thrown out of court. M&A Stories August 26, 2021 Introduction:…
Posted in asset purchase, asset purchase agreement, Description of business assets purchased Tagged with: Asset Buyers, asset purchase agreement, Assumed Contracts Schedule, Buyer's Claim Denied, Court Case Analysis, Legal Risks in Acquisitions, Lessons in Asset Purchases, M&A legal blog, Service Vendor Contract, Texas State Court Decision
ASSET BUYER’S PRODUCTS LIABILITY AS SUCCESSOR: A CASE STUDY
The asset buyer had not assumed this liability in the asset purchase agreement and no common ownership or officer director management between buyer and seller. M&A Stories August 26, 2021 Introduction: When an asset buyer acquires a business, they have…
Posted in all cash deal, asset purchase, continuity of ownership, de facto merger exception, mere continuation, mere continuation exception, product line exception, successor liability Tagged with: Asset buyer, asset purchase agreement, Bell v. American International Industries, Case Study, De Facto Merger Rule, M&A legal blog, Mere Continuation Rule, North Carolina Law, products liability, successor liability
SIMPLIFYING LEGAL M&A RISK WHEN BUYING INTELLECTUAL PROPERTY
The buyer purchased copyrights to albums that were previously subject to an oral deal with a record company, only to discover that buyer only purchased 50% of the copyright rights to the recordings M&A Stories August 23, 2021 Introduction: Acquiring…
Posted in co-author, copyrights, due diligence, oral copyright agreement Tagged with: Co-Ownership of Copyrights, Copyright Disputes, Copyright Ownership, Intangible Assets in M&A, Intellectual Property (IP) Acquisition, Intellectual Property Lawyers, Legal Risks in M&A, Mergers and Acquisitions (M&A), Oral Agreements in Business, Written Agreements in Business
COURT HOLDS THAT ASSET BUYER HAD RIGHT TO RECORD AND ENFORCE CONSTRUCTION LIEN FOR UNPAID SELLER WORK
The buyer purchased all business assets other than expressly excluded assets, and the construction lien was not described as an excluded asset. M&A Stories August 10, 2021 Introduction: In the world of business sales, asset purchases are common, where the…
Posted in Description of business assets purchased Tagged with: Asset buyer, asset purchase agreement, Business Asset Purchase, Construction Lien, Due Diligence Washington State Appellate Court, Enforcing Construction Lien, Lennar Multifamily Builders v. Saxum Stone, M&A legal blog, Receivable Owed by General Contractor
EARNOUT PROVISION DISQUALIFIES PURCHASE OFFER IN FRANCHISE AGREEMENT DISPUTE
California intermediate appellate court holds that offer was not bona fide. The earnout disqualified the offered purchase price from being “in a dollar amount.” M&A Stories August 09, 2021 Introduction: When purchasing a business from a franchisee, there are additional…
Posted in approval of franchisor, bona fide offer, earnout, franchise sale Tagged with: Bona fide offer, California appellate court, dispute resolution, Dollar amount requirement, Earnout provision, Franchise acquisition, Franchise agreement, M&A legal blog, Purchase offer, Understanding franchise agreements
DELAWARE SUPREME COURT REVERSES $82 MILLION FRAUD AWARD IN M&A CASE
“I meant what I said, and I said what I meant.” Delaware high court holds that stock purchase agreement indemnification fraud carveout was limited to deliberate fraud, not recklessness. M&A Stories August 02, 2021 Introduction: In a recent M&A (Mergers…
Posted in deliberate fraud carveout, exclusive remedy, fraud carveout Tagged with: Delaware High Court, Delaware Supreme Court, Due Diligence Concerns, Express Scripts v. Bracket Holdings, Fraud Carveout, Legal Disputes, M&A Fraud, Pharmaceutical Research and Development, Recklessness Not “Deliberate Fraud”, Reversal of Fraud Award, stock purchase agreement
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