Court holds that Oklahoma does not permit a buyer to hold the owner of the selling company responsible under a noncompete for the competitive actions of her grandson (a non-owner of the company). M&A Stories March 23, 2023 Introduction In…
Monthly Archives: March 2023
TWO NONCOMPETES IN M&A DEAL: OWNER OF SELLER AND BUYER EMPLOYEE
The seller owner quits working for the buyer four years after closing and immediately goes to work for a competitor. The seller argues that a one-year post-employment noncompete in the employment agreement was not valid because two years post-closing noncompete…
BUYER NO LONGER REQUIRED TO PAY SELLER EARNOUT
Explore a recent M&A case where a buyer’s bankruptcy reorganization led to the elimination of an earnout obligation in the purchase of cloud-based secure messaging IP. Learn about the legal implications and key takeaways from this situation. M&A Stories March…
SELLER MUST PAY BROKER FEE DESPITE TERMINATION OF ENGAGEMENT
The seller sold his practice to a buyer brought to the seller by the broker within the three year “tail period” after broker terminated the engagement with the seller. M&A Stories March 17, 2023 Introduction A seller of a business…
BUYER SUES FORMER SELLER’S EMPLOYEE COMPANY FOR TRADE SECRET THEFT
Court rules that former seller employees stole seller trade secrets and are using them to compete against the buyer. M&A Stories March 16, 2023 Introduction When a buyer acquires a business, there is a risk that the seller’s employees may…
Posted in trade secret misappropriation by former seller employee Tagged with: Acquiring a company, Buyer's lawsuit, Competing company, Confidentiality agreements, Former seller's employee, M&A legal, Palltronics v. Paliot Solutions, Preliminary injunction, Trade secret protection, Trade secret theft
BUYER MUST RETURN UNUSED PORTION OF $250K WARRANTY DEPOSIT TO SELLER
The asset purchase agreement did not say that the unused portion of the deposit was to be returned to the seller. The court said the unused portion of the deposit was refundable and a refund two years after the closing…
SELLER LOSES $605K DEPOSIT FOR FAILURE TO FOLLOW TERMINATION PROCEDURE IN $12.1 MILLION DEAL
The seller did not follow purchase agreement when it (a) sent notice of termination of the deal to buyer by electronic mail and (b) failed to give buyer ten business days to cure the default. M&A Stories March 13, 2023…
PROBLEM ARISING FROM DIVESTITURE: TRADE SECRET MISUSE IN SOFTWARE DIVISION SALE
The asset purchase agreement excluded the healthcare intellectual property from the deal. M&A Stories March 6, 2023 Introduction When selling a division or product line of a business, there is a risk of disputes after the sale regarding the assets…
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