Explore the risks of using buyer stock in M&A deals and the potential securities fraud concerns. Learn from a real case study and key takeaways for transparent M&A transactions. M&A Stories January 26, 2019 In this M&A case study, we’ll…
Blog Archives
Seller’s Responsibility for Permits in M&A Deals
Explore a case study in M&A deals where the seller’s responsibility for permits became a legal issue. Learn about deal modifications, legal battles, and key takeaways. M&A Stories January 18, 2019 In a notable M&A case, a Palo Alto-based business…
Posted in Buyer beware, compliance with all applicable laws, due diligence, land use issues, representations and warranties, stock purchase agreement Tagged with: Case Study, deal modifications, indemnity clauses, legal battle, M&A, occupancy permit, permits, plating permit, stock purchase agreement
Buyer’s Legal Action for Lost Profits in Urgent Care Center Acquisition
Explore a case study where a buyer sued the seller over lost profits in an urgent care center acquisition. Learn about the legal aspects and due diligence considerations. M&A Stories December 21, 2018 In this case, a buyer in the…
Posted in Buyer beware, due diligence, economic loss doctrine, material contracts, representations and warranties Tagged with: Buyer's legal action, Case Study, due diligence, fraud, Gusdorff v. MNR Industries LLC, healthcare acquisition, lost profits, M&A legal blog, Material breach, physician absence, Purchase agreement, third-party payor agreements, urgent care center
Israeli Pharma Buyer’s Fraud Claim Against Mexican Pharma Seller Dismissed
Explore the case of an Israeli pharma company’s fraud claim against a Mexican pharmaceutical seller and its dismissal. Learn about the importance of due diligence in M&A deals. M&A Stories December 19, 2018 In 2015, an Israeli pharma company (Buyer)…
Posted in compliance with all applicable laws, extra-contractual fraud, fraud in business sale, indemnification cap, representations and warranties Tagged with: Buyer's lawsuit, Due diligence in M&A, fraud claim dismissal, Israeli pharma buyer, Legal violations, M&A legal case, Mexican FDA compliance, Mexican pharmaceutical seller, Representation and Warranty, Thorough due diligence
Buyer’s Financial Misrepresentations in M&A Deal: A Cautionary Tale
Explore a cautionary tale in M&A where a seller alleged fraud due to buyer’s financial misrepresentations. Understand the legal nuances and lessons learned. M&A Stories December 17, 2018 In this M&A legal blog post, we discuss a case where a…
Posted in due diligence, fraud in business sale, material, receipt of buyer equity or security, receipt of buyer equity or security, reliance Tagged with: asset purchase agreement, Buyer's financial misrepresentations, Fraud in M&A, Indemnification obligations, Inflated forecasts, Justifiable reliance, Legal staffing services, Lessons in M&A, M&A legal blog, Material misrepresentation, Seller's equity
Non-Disclosure of Customer Contract Nonrenewal in M&A Deal
Explore a 2015 M&A case where the disclosure of customer contract nonrenewals becomes a pivotal issue. Gain insights into the importance of clear language in M&A agreements. M&A Stories December 5, 2018 In a 2015 M&A case, a buyer based…
Posted in Buyer beware, representation and warranty about customers, representations and warranties, stock purchase agreement Tagged with: Buyer's Rights, contract nonrenewal, customer contract termination, Disclosure obligations, Latisys Holdings, Legal Disputes, M&A agreements, M&A case study, M&A legal blog, nondisclosure of major customer nonrenewals, post-closing issues, Seller's obligations, stock purchase agreement, Zayo Group
Environmental Liability in M&A Deals
Explore a legal case study on environmental liabilities in M&A deals. Learn about the dispute between a stock seller and buyer regarding contamination issues and indemnification. M&A Stories November 29, 2018 In this transaction, a company dealing in industrial combustion…
Posted in environment representations and warranties, escrow, indemnification, representations and warranties Tagged with: Case Study, Cleanup requirements, Contamination issues, Environmental claims, Environmental liabilities, Environmental regulations, escrow, Hammond Kennedy Whitney & Co. Inc. v. Honeywell International Inc., indemnification, Legal dispute, M&A legal blog, Soil and groundwater contamination, stock purchase agreement
Allegations of Breach in M&A Deal: Lessons from a $100 Million Case
Explore the intricate post-transaction landscape of M&A through a $100 million case involving an Atlanta-based chemical packaging company. Delve into the details of post-closing commitments, breaches, and legal implications, emphasizing the significance of post-closing covenants. M&A Stories November 21, 2018…
Posted in covenant not to compete, hiring seller's employees, no kickback or bribe rep, nondisclosure agreement, trade secret misappropriation Tagged with: Breach of contract, Business acquisitions, Confidentiality clauses, Delaware lawsuit, Enforceability of covenants, Kickback payment representation, M&A legal case study, M&A litigation, Noncompetition agreements, Post-closing commitments
Legal Lessons from M&A: Navigating Risks in Minority Business Participation Programs
Explore a recent M&A case where a Spanish conglomerate faced post-closure challenges due to federal law violations in a New York-based construction company. Gain insights into the importance of due diligence in navigating risks associated with minority business participation programs…
Posted in due diligence, minority business participation program, no pending government investigations or inquiries, representations and warranties, stock purchase agreement Tagged with: Business Compliance, Construction Industry, Court decisions, due diligence, Federal Law Violations, Government Investigations, Legal action, Legal lessons, M&A, Metropolitan Transit Authority, Minority Business Participation Programs, New York City Department of Environmental Protection, risk management, Schiavone v. Dragados SA, stock purchase agreement, Third Circuit
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