Delve into the complexities of earnout disputes in mergers and acquisitions through the lens of the Barnard v. Marchex, Inc. case. Explore how earnouts, though crucial for aligning buyer-seller interests, can lead to litigation due to ambiguous terms and breaches…
Blog Archives
Navigating Due Diligence Risks in M&A: Lessons from Competitor Acquisitions
Explore the complexities of M&A due diligence in competitor acquisitions with our latest blog post. Discover lessons learned from real-world cases, such as the challenges faced by a prominent manufacturer in its acquisition journey. Gain insights into navigating legal risks…
Posted in Uncategorized Tagged with: Arkansas-based business, asset purchase agreement, business growth, competitor acquisitions, Compliance, Connecticut trial, contractual assurances, Court rulings, EI Du Pont De Nemours And Company v. Chemtura Corporation, exit plans, fluorochemical market, industrial applications, Legal precedent, Legal Risks, M&A Due Diligence, post-business hours tour, representations and warranties, strategic expansion
Mitigating M&A Buyer Risks: Safeguarding Against Former Seller Employees Competing with Stolen Trade Secrets
Dive into the legal intricacies of M&A transactions with our latest blog post, exploring how to mitigate risks associated with former seller employees competing with stolen trade secrets. Learn from real-life legal disputes and discover proactive measures for safeguarding your…
Mitigating M&A Risks: Insights on Navigating Buyer Stock, Foreign Exchanges, and Legal Pitfalls
Explore the complexities of M&A transactions with a focus on mitigating risks related to buyer stock, foreign exchanges, and legal pitfalls. Gain insights from a real-life case involving a Canadian corporation acquiring a business in Mesa and Scottsdale, and learn…
Posted in Uncategorized Tagged with: appellate court, Arizona state trial court, Buyer Stock, Canadian Securities Exchange, federal securities law exemption, foreign exchanges, Fraud allegations, legal pitfalls, M&A Risks, post-closure challenges, post-closure surprises, Purchase Price, securities law exemptions, securities lawyer, U.S. securities laws, Whitestar Solutions LLC v. Medmen Enterprises Inc.
How Carnival Cruise Protected Its Digital Treasure: The DXP Software Saga
Dive into the legal battle between Carnival Cruise and a bankrupt software developer over the OceanMedallion™ guest engagement system. Discover how Carnival fought to protect its proprietary innovation and the outcome of this high-stakes showdown. M&A Stories September 8, 2023…
Posted in Problems with intellectual property, Uncategorized Tagged with: Carnival Cruise, Cruise industry, Delaware bankruptcy, DXP software, Innovation protection, Intellectual property infringement, legal proceedings, M&A legal blog, OceanMedallion™, Proprietary information, Software architecture, Stalking Horse Bidder
STALKING HORSE BIDDER AWARDED $4.2 MILLION BREAKUP FEE AND REIMBURSEMENT AFTER SUCCESSFUL AUCTION
The asset purchase agreement provided for a breakup fee and expense reimbursement. However, the bankruptcy court did not approve the deal protection terms before the auction. Nevertheless, the court approved the breakup fee and expense reimbursement because it resulted in…
When a Buyer’s Non-Solicitation Covenant Backfires: Lessons from a California Case
Explore the complexities of M&A non-solicitation covenants through a compelling California case. Learn how a buyer’s attempt to restrict a seller’s outreach met legal hurdles, highlighting the importance of precision in drafting agreements. Delve into the balance between commercial interests…
Posted in Uncategorized Tagged with: Acquisition Agreement, appellate court, asset purchase agreement, business interests, buyer, California case, commercial interests, drafting agreements, enforcement, Legal consequences, legal recourse, M&A legal, non-competition agreements, non-solicitation agreements, non-solicitation covenants, nonsolicitation of buyer’s employees and customers, precision, public policy, seller, Strategix v. Infocrossing West
Apportioning Professional Services Using the Sales Factor
Today I want to talk about professionals providing remote services across state lines. Let’s say you are a State A natural resources lawyer working on a State B mining project for a client based out of State C. All your…
Posted in Taxation, Uncategorized
McCauley Knutsen
McCauley Knutsen (‘MK’) is a law business which understands the needs of business owners. The firm specializes in entrepreneurial, privately held small and mid-size businesses. With its offices in Carlsbad California, MK supplies growing companies with the quality…
Posted in Uncategorized
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