Explore the intricacies of M&A legal topics with our latest blog post, “Texas Upholds Asset Acquisition Formality: Successor Liability Limited to Assumed Seller Liabilities.” This piece delves into the unique legal landscape of Texas, contrasting its strict adherence to the…
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Texas Upholds Asset Acquisition Formality: Successor Liability Limited to Assumed Seller Liabilities
Posted in problems with successor liability Tagged with: Acquisition Agreements, Asset acquisition, Business acquisitions, business bankruptcy, buyer protections, choice of law provision, Contractual obligations, Corporate governance, creditor claims, creditor-friendly laws, industry regulations, Legal Strategies, liability assumptions, M&A, merger implications, successor liability, Texas courts, Texas law, tort liabilities, transaction structuring
M&A Asset Buyer Enforces Acquired Seller Employment Agreement’s Arbitration Provision
Discover the intricacies of enforcing arbitration provisions in employment agreements post-acquisition in this detailed M&A legal blog. Delve into a real-world case where a major chipmaker’s asset acquisition led to a legal battle over age discrimination and disability law violations.…
Posted in arbitration in employment agreements, problems with employees Tagged with: Age Discrimination, arbitration agreement enforceability, Arbitration provision, Asset acquisition, Case Study, Corporate Law, corporate reorganization, corporate restructuring., Delaware corporate law, disability laws, Employment agreements, employment contract enforcement, Employment law, employment law compliance, Legal Aspects of M&A, Legal precedent, M&A legal disputes, M&A strategies, Mergers and Acquisitions, successor liability
M&A Bankruptcy Auction Buyer’s Liability to Another Bidder
Discover the complexities of M&A transactions within bankruptcy contexts in our latest blog post, “M&A Bankruptcy Auction: Buyer’s Liability to Another Bidder.” This insightful piece delves into a recent case where a prospective buyer of a distressed business navigates the…
Posted in bankruptcy sale, distressed business acquisitions Tagged with: Asset acquisition, bankruptcy auction, bankruptcy sales order, Bed Bath and Beyond bankruptcy, business data, Buyer's liability, contract breach, Distressed Business Acquisition, federal district court, financial models, Go Global Retail v. Dream On Me, high-stakes environment, injunction, internet properties, legal doctrine, legal ramifications, M&A legal issues, Manhattan federal district court, New Jersey supplier, post-acquisition phases, Proprietary information, res judicata, strategic analyses, trade secrets, trademark acquisition
Mitigating Buyer Risks in M&A: Managing Asset Seller Liabilities
Explore the intricate world of M&A in our latest blog, where we delve into buyer risk mitigation and seller liability management in asset acquisitions. Join us as we dissect real cases, like the recent dispute over undisclosed software fees in…
Posted in problems with seller nondisclosure Tagged with: Asset acquisition, asset purchase agreement, Breach of Representations, Budget Overruns, Business acquisition, business contracts, Buyer Risks, Case Study, contractual disputes, Disclosure Requirements, due diligence, Legal precedent, Litigation strategy, M&A legal, New York law, purchase price adjustment, seller liabilities, seller nondisclosure, Software License Fees, User Fees, Warranties
Navigating Sharing Tax Benefits in M&A: A $1.1 Billion Case Study
Explore the intricacies of sharing tax benefits in M&A through a detailed case study of a $1.1 billion stock acquisition. Learn how the choice between stock and asset acquisition impacts after-tax returns and the resolution of disputes in Darling Ingredients…
Posted in problems with sharing tax benefits Tagged with: $1.1 Billion Case Study, Accounting Firm Resolution, After-Tax Returns, Asset acquisition, Darling Ingredients Inc. v. Smith, Delaware Court of Chancery, Legal Intervention in M&A, Sharing M&A Tax Benefits, stock purchase agreement, Tax Gains in M&A
Safeguarding Goodwill in M&A: Navigating Georgia’s Restrictive Covenant Act
Explore the legal intricacies of safeguarding goodwill in M&A transactions through a real-life tale of a key employee facing restrictive covenants in the acquisition of 29 franchised auto service stores. Delve into the legal battle, court decisions, and the implications…
Posted in restrictive post-closing covenants Tagged with: Asset acquisition, Baldwin v. Express Oil Change LLC, Business negotiations post-acquisition, Corporate-owned stores, Court decisions on restrictive covenants, Employment law in M&A, Franchised auto service stores, Georgia Restrictive Covenant Act, goodwill protection, Key employee compensation, Legal battles in M&A, Legal scrutiny of reasonableness, M&A legal blog, Noncompetition agreements, Restrictive covenants in acquisitions
COURT HOLDS PRODUCT LINE BUYER NOT LIABLE FOR PRE-CLOSING TALC SALES CLAIMS
In a battle between two Pharma giants, a Delaware state court held that the seller retained liability for potentially billions of dollars for pre-closing sales of talc products. M&A Stories April 24, 2023 Introduction A buyer of a business can…
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