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
Navigating M&A Disputes: A Debt Case Study
Explore a complex M&A case study involving shareholders, personal guarantees, and debt owed to Wells Fargo. Learn from the legal battle and verdict in this insightful analysis of M&A disputes. M&A Stories January 23, 2019 In this case study, we…
Posted in equitable contribution, personal guaranty of company debt by selling shareholder, shareholder buyout of partner, stock purchase agreement Tagged with: court verdict, Debt in M&A, Equitable contribution, Financial litigation, Forbearance agreement, Iowa Court of Appeals, Legal battle analysis, Legal case reference, Loan default, M&A case study, Personal guarantees, Shareholder disputes, Shcharansky v Komm, stock purchase agreement, Wells Fargo debt
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
Limiting Environmental Remediation Costs in M&A Deals
Explore how to mitigate environmental remediation costs in M&A transactions through a real-life case study. Learn from a legal perspective about managing environmental uncertainties in stock purchase agreements. M&A Stories January 17, 2019 In 2014, a business owner in Palo…
Posted in Buyer beware, environment representations and warranties, environmental remediation, escrow, indemnification, promissory note, purchase price reduction, stock purchase agreement Tagged with: Case Study in M&A, Due diligence in M&A, Environmental Contamination, Legal Aspects of M&A, M&A Environmental Remediation, Mitigating Remediation Costs, stock purchase agreement
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
Buyer’s Pursuit of Misrepresentation Damages through D&O Policy
Explore a legal case in M&A where a buyer seeks damages for misrepresentation through their D&O insurance policy. Learn about the complexities and court rulings in this insightful M&A story. M&A Stories November 28, 2018 In this M&A story, we…
Posted in ambiguous exclusion, directors and officers insurance policy, insurance coverage, major shareholders exclusion, stock purchase agreement Tagged with: Ambiguous exclusion clause, Buyer's coverage, Buyer's pursuit, Company acquisition, D&O insurance policy, D&O policy, Delaware law, Delaware litigation, EMCI Acquisition v. RSUI Indemnity Company, Insurance claims, Insurance coverage disputes, Insurance exclusion clause, Legal Disputes, Legal settlement, M&A insurance, M&A litigation, Major shareholders exclusion, Misrepresentation damages, Risk adjustment services, Seller-directors misconduct, Stock purchase negotiation
Resolving Cash Disputes in M&A: Lessons from a Puerto Rico Case
Explore the challenges of post-closing cash disputes in M&A transactions through the lens of a Puerto Rico case. Gain insights into the importance of comprehensive agreements and learn from the experiences of the parties involved. M&A Stories November 26, 2018…
Posted in book value adjustment, cash and cash equivalents, Description of business assets purchased, net working capital adjustment, stock purchase agreement Tagged with: Asset inclusion in acquisitions, Cash Holdings, Financial metrics in transactions, Gazelle v. MR 314 Fortaleza LLC case, Legal lessons in M&A, M&A Disputes, Post-closing adjustments, Puerto Rico litigation, Purchase price disputes, stock purchase agreement
Employment Agreement Breach: Impact on Non-Compete Enforcement
Explore the consequences of employment agreement breaches in M&A transactions. This blog delves into a case where a company’s failure to uphold an employment contract affected its ability to enforce a non-compete clause. Learn valuable lessons for post-closing integration and…
Posted in covenant not to compete, employment agreement, stock purchase agreement Tagged with: Business acquisitions, Court rulings, Employment agreement breaches, Employment contract disputes, Legal consequences, M&A Transactions, Non-compete enforcement, Post-closing integration, risk management, Strategic negotiations
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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