Seller signs binding LOI and then allows buyer to run the business without signing APA. Deal never closes. M&A Stories September 22, 2021 Introduction: In most M&A deals, letters of intent (LOIs) are nonbinding until the parties sign a final…
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FRAUD EXCEPTION IN M&A INDEMNIFICATION: A CASE ILLUSTRATION
Learn about the fraud exception in M&A indemnification through a case illustration. Understand how a buyer successfully claimed damages beyond the indemnification cap for seller fraud in an acquisition deal. M&A Stories July 28, 2021 Introduction: In M&A deals, it’s…
DELAWARE COURT RULES ACQUISITION AGREEMENT JURY WAIVER DOES NOT COVER RELATED AGREEMENT DISPUTES
Learn about a recent Delaware court ruling that sheds light on the scope of jury trial waivers in acquisition agreements and how it may impact related transactional documents like Transition Services Agreements (TSA) M&A Stories May 11, 2021 Introduction: In…
Buyer’s Failure to Timely Pay Results in Lost Acquisition Opportunity
Explore a case involving a missed payment deadline in a business acquisition agreement and the legal consequences that followed. Learn how a buyer’s failure to adhere to agreement terms can lead to significant consequences in mergers and acquisitions (M&A). M&A…
Posted in failure to make timely purchase price payment, rescission Tagged with: Acquisition Agreement, agreement terms, Appellate court decision, breach of agreement, Breach of contract, business deals, business relationships, buyer's delay in payment, Inc., Inc. v. Canbushack, legal conflict, Legal consequences, M&A, Mergers and Acquisitions, Michigan state court, missed payment deadline, negotiation dynamics, Trillium Cyber
Enforcing Liquidated Damages in M&A Deals: A Lesson from a Real Case
Explore a cautionary tale from the world of mergers and acquisitions. Learn about a case where a buyer’s commitment to pay $6.5 million in liquidated damages became the focal point of legal action. Understand the significance of well-negotiated clauses in…
Posted in certificate of need, deferred closing, governmental approval, liquidated damages provision Tagged with: Acquisition Agreement, business parties, Case Study, commitment, enforcement, experienced lawyers, Legal action, legal implications, liquidated damages, M&A deals, Mergers and Acquisitions
Safeguarding Purchased Customer Information through Nondisclosure Agreements in M&A Deals
Learn how including a covenant in your acquisition agreement can prevent sellers from disclosing or utilizing customer data, even if it’s not classified as a trade secret. Explore a real case involving a seafood wholesaler and importer. March 31, 2020…
Posted in customer list, customer list, nondisclosure agreement, trade secret misappropriation Tagged with: Acquisition Agreement, Business acquisition, Case Study, Confidentiality covenant, Customer information protection, Legal Challenges, M&A deals, Nondisclosure agreements, Preventing competition, trade secret
Negotiating M&A Deals: Buyer’s Duty in the Spotlight
Explore the complexities of M&A negotiations and the legal implications of buyer’s duty in this informative blog post. Learn from a real-life case reference. M&A Stories May 13, 2019 Introduction: Selling a business involves several stages. A potential buyer typically…
Posted in asset purchase agreement, Duty to negotiate in good faith Tagged with: Acquisition Agreement, asset purchase, business purchase, Business Transactions, Buyer's duty, case reference, CKSJB Holdings, confidentiality agreement, Delaware and California imply a duty of good faith and fair dealing, due diligence, earnout, Good Faith Negotiations, Inc., legal implications, Legal outcome, letter of intent, LLC v. EPAM Systems, M&A negotiations
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
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