Explore the complexities of post-acquisition contract consents through an insightful case study on a high-stakes $80 million acquisition. This blog post delves into the challenges faced when key business value is linked to contracts requiring third-party consent, as exemplified by…
Blog Archives
M&A Buyer’s Restrictive Covenants Tested Under Delaware Law
Explore the complexities of M&A restrictive covenants in our latest blog post, “M&A Buyer’s Restrictive Covenants Tested Under Delaware Law.” This post delves into a recent case involving a strategic acquisition in the timberland management and forestry consulting industry. The…
Posted in noncompete area, noncompetition covenant term, nonsolicitation of employees and customers, problems with noncompetition covenants, restrictive post-closing covenants Tagged with: appraisal services, asset purchase agreement, blue penciling, business goodwill, competitive business practices, Corporate Law, Court decisions, cross-border agreements, Delaware law, Employment law, enforceability, forestry consulting, legal analysis, M&A legal disputes, M&A Transactions, non-compete clauses, non-solicitation clauses, Preliminary injunction, Restrictive covenants, strategic acquisition, timberland management
M&A Seller Learns a Painful Lesson on Defending Indemnification and Setoff Claims
Discover the critical lessons from a real M&A legal dispute where a seller’s failure to adhere to post-closing dispute procedures led to significant financial consequences. This blog delves into the importance of indemnification provisions, the role of representations and warranties,…
Posted in indemnification, objection -reasonable detail, timely objection to indemnification claim Tagged with: Alabama Supreme Court ruling, Alabama-based business, asset purchase agreement, asset recovery, brake-plate facility, Breach of contract, Business acquisition, business legal lessons, buyer protections, Buyer-seller disputes, environmental issues in M&A, Financial difficulties, hidden business problems, Indemnification claims, legal fees in M&A, legal recourse in M&A, M&A agreements, M&A industry, M&A legal disputes, M&A transaction procedures, Post-closing disputes, representations and warranties, Seller obligations, setoff claims, South Korean customer, vendor invoices
Coal Mine Buyer’s Post-Closing Legal Battle Over Reclamation Costs
Explore a detailed analysis of a complex legal battle over reclamation costs following an $88 million bankruptcy acquisition of a coal mine in Pennsylvania. Our latest M&A blog delves into the intricacies of environmental compliance, permit transfers, and the crucial…
Posted in environmental problems Tagged with: asset purchase agreement, asset purchase agreement clarity, Bankruptcy acquisition, buyer obligations in M&A, coal mine permits, contract ambiguity, environmental compliance, external evidence in legal disputes, federal district court, industry-specific legal challenges, legal documentation in M&A, legal skirmishes, M&A legal issues, M&A risk mitigation, M&A transaction pitfalls, Pennsylvania coal mine acquisition, permit transfer disputes, post-closing legal battles, reclamation costs, Seller obligations
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 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
Navigating Capital Account Risks: Lessons from the Weisburd v. Blank Rome LLP Case
Explore the intricate world of M&A law with our latest blog post, “Navigating Capital Account Risks: Lessons from the Weisburd v. Blank Rome LLP Case.” Delve into the complexities of negotiations and potential pitfalls in the buyer-seller dance, as we…
Posted in problems with successor liability Tagged with: asset purchase agreement, Buyer-Seller Dynamics, capital account risks, de facto merger, evolving M&A landscape, financial woes, law firm acquisitions, legal negotiations, legal ramifications, M&A law, partner disputes, partner retirement strategies, retirement equity, strategic foresight, Successor liability doctrine, Weisburd v. Blank Rome LLP
Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC
Explore the intricate world of M&A transactions through our latest blog post, ‘Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC.’ Uncover the strategic use of earnouts, the risks they pose for both buyers…
Posted in problems with earnouts Tagged with: asset purchase agreement, Breach of contract, Business acquisition, case reference, Court proceedings, dispute resolution, earnouts, EBITDA metrics, financial metric disputes, fraud claims, Houston federal district court, independent accountant, Industry Insights, Legal Blog, Legal Disputes, Legal lessons, M&A Risks, M&A Transactions, Nomar Enterprises LLC v. Rugged Solutions America LLC, rugged computer industry, strategic management
Resolving M&A Working Capital Disputes: Arbitration vs. Expert Determination
Explore a real case from 2021 involving the sale of a Phoenix-based commercial building remodels and maintenance business for $3.8 million. Delve into the controversy, legal actions, key findings, and implications of the case, providing insights into the dynamic world…
Posted in book value adjustment, dispute resolution procedure, purchase price, working capital adjustment Tagged with: A.R.S. § 12-341.01, Appellate court ruling, Arbitration vs. Expert Determination, Arizona Attorney’s Fee Statute for Contract Disputes, Arizona M&A Laws, asset purchase agreement, Business Sale Case Study, Case Reference: DMS Companies Inc. v. Hernandez, Commercial Building Remodels and Maintenance, Generally Accepted Accounting Principles (GAAP), Grant Thornton, Legal actions in M&A, M&A Dispute Resolution, M&A Working Capital Disputes, purchase price adjustment, Seller-Buyer Disputes
Navigating M&A Legal Complexities: A Close Look at Trade Secrets
Explore the legal intricacies of M&A trade secrets in this in-depth analysis of a recent case. Discover key findings, implications, and the importance of due diligence. M&A Stories November 5, 2023 Introduction: In a recent legal case, an M&A buyer…
Posted in trade secret misappropriation by former seller employee Tagged with: asset purchase agreement, Buyer's Rights, due diligence, Electronic Files, federal court, Lease Agreements, Legal Case, legal implications, M&A, M&A Transactions, misappropriation, Nebraska, Property Management, Secrecy, Seller's obligations, Trade Secret Act, trade secrets
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