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BUYER NO LONGER REQUIRED TO PAY SELLER EARNOUT

Posted on March 20, 2023 by mklaw_admin

Explore a recent M&A case where a buyer’s bankruptcy reorganization led to the elimination of an earnout obligation in the purchase of cloud-based secure messaging IP. Learn about the legal implications and key takeaways from this situation. M&A Stories March…

Posted in problems with earnouts Tagged with: bankruptcy reorganization, Business acquisition, Chapter 11, Contractual obligations, earnout, intellectual property, Legal Case, legal implications, M&A, Purchase agreement, Royalty-based earnout, secure messaging

ALFALFA BUSINESS ASSET PURCHASE RESULTS IN EQUIPMENT REPOSSESSION AND LAWSUIT

Posted on February 28, 2023 by mklaw_admin

The equipment was secured by a seller debt. As part of the deal the seller leased the encumbered equipment to the buyer. After seller repossession, the buyer unsuccessfully claimed that it owned the equipment. M&A Stories February 28, 2023 Introduction…

Posted in problems with seller's lender Tagged with: asset purchase, Business acquisition, Equipment ownership, Equipment repossession, Lawsuit, Lease agreement, Legal fees, M&A legal, Seller debt, Trial court ruling

BUYER OF BUSINESS LOSES MAJOR CUSTOMERS AND UNSUCCESSFULLY CLAIMS MISREPRESENTATION BY SELLER

Posted on June 28, 2022 by mklaw_admin

The buyers purchased the seller’s direct marketing coupon refrigerator magnet business for $1.5 million. The buyers defaulted on making payments to the seller after losing two major customers in the first six months after the closing and sued the seller…

Posted in Problems when business fails after closing Tagged with: Business acquisition, Buyer's Claims, Court ruling, Direct Marketing Business, M&A legal blog, Misrepresentation Lawsuit, Obligations in Purchase Agreements, Paying winning parties legal fees and costs, Purchase Agreement Dispute, Refrigerator Magnet Business, Seller's Disclosure

SELLER LIABLE FOR ILLEGAL BILLING PRACTICES IN WASTE CONTROL BUSINESS SALE

Posted on April 5, 2022 by mklaw_admin

The waste control business seller had represented and warranted that it lawfully operated its business. The court held that the seller’s unlawful billing practices damaged the buyer because the revenue derived from those could not be replicated post-closing. M&A Stories…

Posted in problems with customers Tagged with: Arwood v. Aw Site Services, Business acquisition, Compensatory Damages, Court ruling, Illegal Billing Practices, M&A legal blog, Post-Closing Operations, Seller liability, Unlawful Billing Practices, Waste Control Business Sale

BUSINESS BUYER’S CLAIMS-MADE POLLUTION LIABILITY POLICY EXCLUDES HEALTH CLAIMS FROM NEARBY RESIDENTS

Posted on March 15, 2022 by mklaw_admin

A medical device company acquired a facility that had used ethylene oxide gas to sterilize medical devices and instruments. The buyer purchased a pollution liability policy for claims made after the acquisition of the facility. The court held no coverage…

Posted in environmental problems Tagged with: Business acquisition, Court ruling, Ethylene Oxide Gas, Health Claims, Insurance Coverage, M&A legal blog, Medical Device Company, Nearby Residents, Pollution Liability Policy, Pollution Risks

Buyer’s Ability to Sue Seller for Fraud in Delaware “As Is” Deal

Posted on December 15, 2020 by mklaw_admin

Explore the legal implications of fraud in M&A deals, particularly in cases where buyers agree to purchase assets “as is” without explicit assurances. Learn from a real case study and understand the importance of representations and warranties in protecting buyers’…

Posted in "as is where is", fraud in business sale Tagged with: asset purchase agreement, Business acquisition, buyer protections, Buyer's Rights, Delaware law, due diligence, fraud lawsuit, Legal dispute, M&A Fraud, representations and warranties, seller misrepresentation, “as is” deal

Buyer Cannot Sue Seller for Withholding Pending Customer Loss Information

Posted on December 10, 2020 by mklaw_admin

Explore a case study in M&A where the buyer’s inability to sue the seller is examined due to contractual limitations on claims beyond representations and warranties. M&A Stories December 10, 2020 Introduction: When considering the purchase of a business, it’s…

Posted in contracts, due diligence, extra-contractual fraud, fraud in business sale, non-reliance clause Tagged with: asset purchase agreement, Business acquisition, Business Transactions, buyer-seller dispute, contractual limitations, contractual representations, Delaware law, due diligence, fraud, Humana contracts, Legal action, loss of major customer, M&A legal case study

Buyer’s Bankruptcy Resulting from Trademark Dispute in M&A Deal

Posted on December 8, 2020 by mklaw_admin

Learn from a cautionary tale of bankruptcy resulting from a trademark dispute in an M&A deal. Understand the importance of addressing trademark conflicts before acquisition and the role of legal advice. M&A Stories December 08, 2020 Introduction: When considering the…

Posted in copyrights, due diligence, patents, trademark infringement, trademarks Tagged with: bankruptcy prevention, Business acquisition, legal advice, M&A bankruptcy, M&A Due Diligence, trademark challenges, trademark conflicts, trademark dispute

Franchise Asset Buyer Didn’t Inherit Seller’s Unemployment Tax Experience Rating

Posted on November 2, 2020 by mklaw_admin

Learn about a case where a buyer of franchise assets fought off a state’s attempt to impose the seller’s high unemployment tax experience rating due to a franchise agreement. Understand the implications and legal outcomes. Read more on our M&A…

Posted in franchise sale, seller's unemployment experience rating Tagged with: Business acquisition, buyer responsibilities, buyer's operations, experience rating, Franchise agreement, franchise assets, higher court ruling, legal implications, M&A, Mergers and Acquisitions, refund request, seller's control, Texas trial court, unemployment tax

Asset Buyer’s Liability for Pre-Closing Product Issues in M&A Deals

Posted on October 28, 2020 by mklaw_admin

Explore the complexities of managing product liability risks in M&A transactions. This blog post discusses a case involving an asset acquisition, product liability claims, and the buyer’s defense against successor liability. Learn about the court’s ruling and the implications for…

Posted in sale of product line, successor liability Tagged with: Asset acquisition, Barcelo v. Teva Pharmaceuticals, Business acquisition, buyer's defense, court's ruling, fraudulent transfer, legal implications, Liability in acquisitions, M&A deals, pre-closing product issues, product liability risks, product line exception, successor liability

Blog Archives

BUYER NO LONGER REQUIRED TO PAY SELLER EARNOUT

ALFALFA BUSINESS ASSET PURCHASE RESULTS IN EQUIPMENT REPOSSESSION AND LAWSUIT

BUYER OF BUSINESS LOSES MAJOR CUSTOMERS AND UNSUCCESSFULLY CLAIMS MISREPRESENTATION BY SELLER

SELLER LIABLE FOR ILLEGAL BILLING PRACTICES IN WASTE CONTROL BUSINESS SALE

BUSINESS BUYER’S CLAIMS-MADE POLLUTION LIABILITY POLICY EXCLUDES HEALTH CLAIMS FROM NEARBY RESIDENTS

Buyer’s Ability to Sue Seller for Fraud in Delaware “As Is” Deal

Buyer Cannot Sue Seller for Withholding Pending Customer Loss Information

Buyer’s Bankruptcy Resulting from Trademark Dispute in M&A Deal

Franchise Asset Buyer Didn’t Inherit Seller’s Unemployment Tax Experience Rating

Asset Buyer’s Liability for Pre-Closing Product Issues in M&A Deals

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