This blog explores the legal ramifications of fraud in M&A transactions, specifically focusing on a case where a seller’s fraudulent misrepresentations led to significant financial damages that were deemed non-dischargeable in bankruptcy. It highlights the importance of accurate disclosures during…
Blog Archives
Fraud Damages in Asset Sale Not Discharged in Bankruptcy
Posted in judgement for intentional misrepresentation, nondischargeable debt in bankruptcy Tagged with: asset purchase agreement fraud, asset sale litigation, bankruptcy court fraud rulings, business owner liability in sales, business sale misrepresentation, commercial cleaning business sale, fraud damages, fraudulent asset sale, fraudulent financial statements, legal consequences of M&A fraud, M&A Disputes, M&A Fraud, misrepresentation in financial statements, Nebraska bankruptcy court ruling, Non dischargeable debt in bankruptcy, Non-Disclosure in M&A, SBA loan fraud, seller liability in asset sales
M&A Buyer Loses Products Liability Indemnification Claim Against Seller
In the complex landscape of mergers and acquisitions, understanding the legal implications of product liability is crucial for asset buyers. This blog post explores a recent South Carolina case where a buyer faced unexpected legal challenges due to a defect…
Posted in problems with products liability claims Tagged with: Asset Buyers, buyer responsibilities, Byers v. Pinnacle Converting Equipment, equipment safety, extended reporting periods, Indemnification claims, industrial machinery, Insurance Coverage, Legal Risks, liability insurance, M&A legal topics, manufacturing defects, Mergers and Acquisitions, post-acquisition claims, product liability, representations and warranties insurance, Risk management in M&A, slitter rewinders, South Carolina federal court, tail coverage
Earnouts: The Importance of Clear Buyer Obligations
This blog explores the complexities of earnout structures in M&A deals, emphasizing the need for sellers to negotiate clear post-closing obligations. Using a real-life Delaware court case, the post highlights how vague earnout terms can lead to disputes and legal…
Posted in problems with earnouts Tagged with: acquisition contract disputes, Breach of contract in M&A, buyer obligations in acquisitions, commercial reasonable efforts in earnouts, Delaware court M&A rulings, earnout litigation, earnouts in acquisitions, implied covenant of good faith, M&A Disputes, M&A Legal Cases, post-closing obligations, purchase agreement obligations
Texas Upholds Asset Acquisition Formality: Successor Liability Limited to Assumed Seller Liabilities
Explore the intricacies of M&A legal topics with our latest blog post, “Texas Upholds Asset Acquisition Formality: Successor Liability Limited to Assumed Seller Liabilities.” This piece delves into the unique legal landscape of Texas, contrasting its strict adherence to the…
Posted in problems with successor liability Tagged with: Acquisition Agreements, Asset acquisition, Business acquisitions, business bankruptcy, buyer protections, choice of law provision, Contractual obligations, Corporate governance, creditor claims, creditor-friendly laws, industry regulations, Legal Strategies, liability assumptions, M&A, merger implications, successor liability, Texas courts, Texas law, tort liabilities, transaction structuring
Delaware Court Awards Over $1 Billion in Earnout Dispute Over Surgical Robot Milestones
This blog covers a Delaware Court of Chancery case involving a $1 billion earnout dispute over FDA milestones in the acquisition of a surgical robotics startup. The post highlights key legal issues such as earnout provisions, commercially reasonable efforts obligations,…
Posted in problems with earnouts Tagged with: and corporate fraud in M&A, Commercially reasonable efforts, competing products, Delaware Court of Chancery, earnout dispute, FDA approval, implied covenant of good faith, M&A litigation, Medical device acquisition, merger agreement, post-closing litigation, regulatory milestones, surgical robots, venture-backed startups
Recovering Legal Fees When Enforcing M&A Restrictive Covenants
Explore the intricate world of enforcing restrictive covenants in M&A transactions with our latest blog post. Dive into a compelling case study involving a $20 million acquisition in the education and risk management sector. We delve into the legal challenges…
Posted in Attorney's Fee Provision, noncompetition covenant Tagged with: Appellate court decisions, asset purchase agreement clauses, Compensatory Damages, Delaware law, education sector mergers, enforcing non-compete agreements, injunctions in M&A cases, legal challenges in M&A, legal fees in M&A disputes, litigation management industry, M&A case studies, M&A Restrictive Covenants, risk management acquisitions
M&A Challenge: Selling a Mixed-Make Dealership Portfolio
Explore the legal intricacies of selling a mixed-make dealership portfolio, with a spotlight on a real-life M&A dispute involving Honda’s right of first refusal. Delve into the complexities of dealership agreements, Oklahoma law, and the challenges that arise when selling…
Posted in Problems with sale of auto dealerships Tagged with: automotive industry M&A, car dealership sales, Chrysler dealership sale, concurrent closings, dealership agreements, federal court stay, Honda dealership sale, Hyundai dealership sale, legal challenges in dealership M&A, M&A legal disputes, M&A transaction complexities, manufacturer approval in dealership sales, mixed-make dealership portfolio, Oklahoma Motor Vehicle Commission, Right of first refusal
M&A Buyer’s Restrictive Covenants Tested Under Delaware Law
Explore the complexities of M&A restrictive covenants in our latest blog post, “M&A Buyer’s Restrictive Covenants Tested Under Delaware Law.” This post delves into a recent case involving a strategic acquisition in the timberland management and forestry consulting industry. The…
Posted in noncompete area, noncompetition covenant term, nonsolicitation of employees and customers, problems with noncompetition covenants, restrictive post-closing covenants Tagged with: appraisal services, asset purchase agreement, blue penciling, business goodwill, competitive business practices, Corporate Law, Court decisions, cross-border agreements, Delaware law, Employment law, enforceability, forestry consulting, legal analysis, M&A legal disputes, M&A Transactions, non-compete clauses, non-solicitation clauses, Preliminary injunction, Restrictive covenants, strategic acquisition, timberland management
Wisconsin Court Examines M&A Survival Clause
Explore the complexities of M&A survival clauses in our latest blog post, ‘Wisconsin Court Examines M&A Survival Clause.’ This insightful analysis delves into a recent Wisconsin appellate court decision involving a strategic acquisition dispute. The case uncovers the critical role…
Posted in survival of reps and warranties Tagged with: ABA Model Asset Purchase Agreement, Appellate court ruling, Asset purchase agreements, Breach of contract, Business acquisition, Business disputes, business law, buyer protection, case law review, Commercial Law, commercial litigation, contract interpretation, legal analysis, Legal disputes in M&A, legal insights, Legal Precedents, M&A best practices, M&A law, M&A litigation, M&A Transactions, representations and warranties, Seller liability, strategic acquisition, strategic water distribution acquisition, survival clauses, undisclosed liabilities, Wisconsin appellate court, Wisconsin state court
Recent Comments