A New Hampshire federal district court permitted the distributor to pursue a claim against the buyer based upon its assurances made to the distributor before closing. The buyer did not tell the distributor that its responsibility to fix printers sold…
Blog Archives
NEW YORK’S ATTEMPT TO IMPOSE SALES TAX ON LLC EQUITY ACQUISITION
Explore a case study involving a New York-based buyer’s acquisition of an LLC’s equity and the subsequent controversy over a sales tax assessment on tangible personal property. Delve into the legal intricacies of M&A transactions and tax implications. M&A Stories…
Posted in sales tax imposed on equity sale of DRE Tagged with: Asset acquisition, disregarded entity, equity acquisition, legal analysis, LLC, M&A, Mergers and Acquisitions, New York, sales tax, tax controversy, tax law
Buyer’s Lengthy Legal Battle Over $58 Million Pension Claim from Seller’s Union
Explore a complex M&A legal case involving a buyer’s struggle against a $58 million pension claim from a seller’s union. Learn how successor liability and careful structuring played a role. April 3, 2020 Introduction: When a business asset buyer acquires…
Posted in federal multiemployer pension plan withdrawal liability, successor liability Tagged with: Asset acquisition, buyer's legal battle, M&A legal case, multiemployer plan, pension fund dispute, pension liability, seller's underfunded pension, successor liability, union pension claim, withdrawal liability
Creative Stock Acquisition: Unpacking the $10 Million Tax Costs and Interest
Explore a recent M&A case involving a creative stock acquisition strategy with unexpected tax consequences. Learn how an IRS ruling imposed $10 million in penalties and interest on investors. Get insights into the legal complexities of midco transactions and their…
Posted in asset vs stock deal, midco transaction, tax penalties and additions, transferee liability for taxes IRC Section 6901, Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act Tagged with: Alta V Limited Partnership, Asset acquisition, Business Sale, case analysis, creative tax planning, interest, investor liability, IRS Ruling, legal complexities, M&A legal blog, midco transaction, penalties, stock acquisition, tax consequences, Tax Court
Buyer’s Section 363 Purchase of Bankrupt Hospital Assets Clears Medi-Cal Liabilities
Learn about a recent M&A legal case where a buyer successfully purchased assets from a bankrupt hospital without taking on its liabilities. Explore the implications of Bankruptcy Code Section 363 and its impact on Medi-Cal agreements. Gain insights into the…
Posted in bankruptcy sale, distressed business acquisitions, executory contracts, Medi-Cal provider agreements, Section 363 sale Tagged with: Asset acquisition, Bankrupt hospital assets, Bankruptcy Code Section 363, Bankruptcy proceedings, Buyer's Acquisition, California hospitals, Clearing Medi-Cal liabilities, Executory contracts, In Re Verity Health System, Legal battle outcome, M&A legal case
A Costly Lesson: Simplifying M&A Price Adjustments
Explore a real-life M&A case involving a dispute over purchase price adjustments and the importance of streamlining this process. Learn how specifying the accounting firm in the APA could have saved time, stress, and money. September 20, 2019 M&A Stories…
Posted in dispute resolution procedure, purchase price, working capital adjustment Tagged with: accounting firm, APA, appellate court, Asset acquisition, Business acquisitions, contract manufacturing, industrial fabrication, installation services, legal battle, M&A price adjustments, Mergers and Acquisitions, Pennsylvania trial courts, purchase price adjustment mechanism, working capital adjustments
Avoiding Seller Debt in M&A Deals: Buyer’s Protection
Explore the risks of acquiring the assets of a business and potential liability for seller debts in M&A deals. Learn from a real case involving a luxury motor coach company and gain insights into protecting buyers from unexpected liabilities. M&A…
Posted in all cash deal, de facto merger exception, seller ownership in buyer, successor liability Tagged with: All-cash transactions, Asset acquisition, asset purchase agreement, Avoiding legal battles, Business acquisition risks, buyer's protection, Commercial landlords, de facto merger, Liability protection, M&A deals, Nevada Supreme Court ruling, Seller debt, Seller's branding, Seller's liabilities, successor liability, Unexpected liabilities, Upper management
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