The buyer was not responsible for the production agreement’s pre-closing liabilities because it was a non-executory contract. M&A Stories August 25, 2021 Introduction: When a buyer purchases a distressed business out of bankruptcy, there are specific rules that apply, especially…
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BUYER ACQUIRES BANKRUPT FILM COMPANY’S PRODUCTION AGREEMENT WITHOUT PRE-CLOSING LIABILITIES
Posted in bankruptcy sale, buying distribution business, distressed business acquisitions, executory contracts, Section 363 sale Tagged with: bankruptcy, Contingent Compensation, Declaratory Judgment, distressed business, Executory Contract, Harvey Weinstein, M&A, Non-Executory Contract, Pre-Closing Liabilities, Production Agreement
Buyer’s Section 363 Purchase of Bankrupt Hospital Assets Clears Medi-Cal Liabilities
Learn about a recent M&A legal case where a buyer successfully purchased assets from a bankrupt hospital without taking on its liabilities. Explore the implications of Bankruptcy Code Section 363 and its impact on Medi-Cal agreements. Gain insights into the…
Posted in bankruptcy sale, distressed business acquisitions, executory contracts, Medi-Cal provider agreements, Section 363 sale Tagged with: Asset acquisition, Bankrupt hospital assets, Bankruptcy Code Section 363, Bankruptcy proceedings, Buyer's Acquisition, California hospitals, Clearing Medi-Cal liabilities, Executory contracts, In Re Verity Health System, Legal battle outcome, M&A legal case
Buyer’s Missed Opportunity: Overlooking License Agreement in Bankruptcy Acquisition
Explore the legal consequences of a buyer neglecting to secure a patent license during the acquisition of a company in chapter 7 bankruptcy. Learn from the Provider Meds, LLC case. M&A Stories November 9, 2018 In this M&A story, we…
Posted in bankruptcy sale, distressed business acquisitions, executory contracts Tagged with: asset purchase agreement, Bankruptcy acquisition, Chapter 7 liquidation, Court rulings on executory contracts, Due diligence in M&A, Legal battles in acquisitions, M&A legal implications, Patent license agreement, Provider Meds LLC case, Trustee's fiduciary duty
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- 351 M&A transactions
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- bitcoin
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- book value adjustment
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- boot
- boot
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- breach of contract
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- breach of representations and warranties
- breach of seller's covenants
- business cards
- business judgment rule
- buyer assumption of seller liability
- Buyer beware
- buyer connected to seller insiders
- buyer has no regulatory problems
- Buyer payment of seller retained liabilities
- buyer representations and warranties
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- buyer's covenants
- buyer's stock as currency
- buying distribution business
- C Reorganization
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- closing
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- continuity of ownership
- contracts
- contravene strong state public policy
- controlling shareholder fiduciary duty M&A
- copyrights
- corporate overhead
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- Covenants
- customer and supplier rep
- customer deposits
- customer list
- customer list
- damages
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- deferred closing
- Delaware
- deliberate fraud carveout
- denial of consent must be reasonable
- dental practice sale
- Description of business assets purchased
- determination of purchase price adjustment
- diminuation of value
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- director liability
- directors and officers insurance policy
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- due diligence
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- earn outs
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- EBITDA
- EBITDA
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- employment agreement
- employment agreement
- enforce against nonparty
- enforceability of non-owner noncompete
- entire fairness
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- environmental
- environmental problems
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- excluded or retained liabilites
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- executory contracts
- extension by contract in Delaware
- extension of closing
- extra-contractual fraud
- F reorganization
- failure to make timely purchase price payment
- fair insider deal
- Family and Medical Leave Act
- FDIC approval
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- federal employment discrimination liability
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- federal securities fraud
- federal wage and hour violations
- fee based upon buyer debt assumption
- financial representation and warranty
- financing acquisition issues
- financing contingency
- for cause termination
- force majeure
- foreign income tax
- form over substance
- forum non conveniens doctrine
- forum selection clause
- franchise sale
- fraud
- fraud carveout
- fraud carveout
- fraud in business sale
- fraud in the inducement exception
- fraudulent concealment
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- fraudulent intent
- fraudulent omission
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- further assurance provision
- further assurance provision
- governmental approval
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- Guaranty
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- handshake redemption obligation
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- hiring seller's employees
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- independent trustee
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- insider
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- insurance coverage
- insurance requirements
- integration clause
- Intellectual Property
- Internal Revenue Code Section 1377 election
- investment banker/business broker
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- leases
- leases
- letter of intent
- liens
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- M&A agreement
- MAE rep
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- material
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- mere continuation
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- merger
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- misappropriation of likeness
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- modification as counteroffer
- multi-employer pension plan
- mutual mistake
- mutual mistake
- negligent misrepresentation
- net working capital adjustment
- New York
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- no solicitation of seller employees
- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income
- nonbusiness income/sale of subsidiary
- noncompete area
- noncompetition covenant
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- nondischargeable debt in bankruptcy
- nondisclosure agreement
- nondisclosure provision
- nonqualified preferred stock
- nonsolicitation of employees and customers
- nonsolicitation of former customers
- note payment amount adjustment
- notice
- notice provision
- objection -reasonable detail
- officer duty of care
- offset or setoff provision
- offset right
- One class of stock
- oral contract
- oral copyright agreement
- overly complicated language in contract
- owner liability for company breach of financing deal
- Ownership of Target Law Firm File
- parol evidence rule
- patents
- payroll tax
- percentage of purchase price
- permits and certificates
- personal goodwill
- personal guaranty
- personal guaranty of company debt by selling shareholder
- personal guaranty of lease
- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post closing covenants
- post signing asset valuation
- post-closing adjustments for pre-closing sales and services
- post-closing sales tax
- PPP loan
- PPP loan assumption
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- pre-closing sales tax
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- prior-material-breach doctrine
- private equity
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- problem with seller's owner
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- Problem with Union Pensions
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- Problems when business fails after closing
- Problems with Bankruptcy Auction Sales
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- Problems with description of purchase price
- Problems with distressed business seller unexpired tenant leases
- problems with divestitures
- Problems with due diligence
- problems with earnouts
- problems with employees
- problems with escrows
- Problems with financials
- problems with financing transaction
- problems with forum selection clauses
- Problems with franchise deals
- problems with general liability insurance
- Problems with governments
- problems with insurance
- Problems with intellectual property
- problems with leases
- problems with noncompetition covenants
- problems with oral M&A promises
- problems with pensions
- problems with post-closing litigation in inconvenient form
- Problems with post-closing management of business
- problems with products liability claims
- Problems with Real Estate Leases
- problems with receivables
- problems with regulatory industry acquisitions
- Problems with sale of auto dealerships
- problems with seller nondisclosure
- problems with seller's employees
- problems with seller's lender
- Problems with seller's pre-closing errors & omissions
- Problems with seller's projections
- problems with seller's real property
- problems with seller's unemployment insurance experience rating
- problems with sharing tax benefits
- problems with subordination rights
- problems with successor liability
- problems with taxes
- Problems with typos
- product line exception
- projections
- projections
- promissory estoppel
- promissory note
- prudence
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- receivables
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
- rescission
- restrictive post-closing covenants
- retaliation
- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
- Right of publicity
- risk of post closing payments
- royalty
- S corporation
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
- sales tax
- sales tax imposed on equity sale of DRE
- sales tax risk
- SBA approval re PPP loan
- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
- seller owner responsibility for underreported sales tax
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- Selling shareholders problem with their board of directors
- severance benefits
- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
- state and local tax
- state approval of nonprofit hospital
- state franchise/income tax
- statute of frauds
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- stock sale
- strategic acquisition
- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
- successor liability
- sufficiency of assets rep
- supply problems
- survival of covenants
- survival of reps and warranties
- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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