Explore the complexities of cost allocation in M&A as a buyer takes legal action against a seller over disputed costs in the acquisition of a chemical division. Get insights into the lawsuit, defense, and the court’s decision. M&A Stories May…
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Buyer of Chemical Division Sues Seller Over Cost Discrepancies
Posted in divestitures, due diligence, quality of earnings assessment Tagged with: Administrative costs allocation, Buyer vs. Seller lawsuit, Chemical division acquisition, Cost discrepancies in M&A, Divestiture risks, Financial health assessment, M&A cost allocation, Main Market Partners v. Olon Ricerca Bioscience LLC, Middle-market acquisitions, Ohio federal district court, Post-acquisition performance, Pro Forma income statements, Quality of earnings assessment, Support group costs dispute
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- quality of earnings assessment
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- reasonably equivalent value
- receipt of buyer equity or security
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- receivables
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- reliance
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- representation and warranty about customers
- representations and warranties
- rescission
- rescission
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- retaliation
- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
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- risk of post closing payments
- royalty
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- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
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- 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
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- 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
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- state franchise/income tax
- statute of frauds
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- stock purchase agreement
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- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
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- sufficiency of assets rep
- supply problems
- survival of covenants
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- tangible net worth
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- tax
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- tax deferred reorganization
- tax penalties and additions
- Taxation
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- termination or breakup fee
- third party
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- 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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