Learn about a recent case in Oklahoma where a federal court refused to enforce certain employee non-solicitation post-employment covenants during an asset acquisition. Understand the importance of complying with local laws when implementing non-solicitation agreements in M&A deals to prevent…
Blog Archives
Asset Buyer Can’t Enforce Employee Nonsolicitation Covenants
Posted in nonsolicitation of employees and customers, nonsolicitation of former customers Tagged with: Business acquisitions, Customer Solicitation, Employee Contracts, Employee Non-solicitation, Enforceability of Non-solicitation Agreements, Mergers and Acquisitions, N.D. Oklahoma Court, Non-assignable Agreements, Noncompete Provisions, Oklahoma Law, TruGreen Limited Partnership v. Oklahoma Landscape Inc.
Arbitration in Business Acquisitions when Real Estate Involved
Explore the complexities of arbitration in business acquisitions involving real estate. Discover how arbitration clauses may not always prevent disputes from reaching court, as highlighted by the BLW Motors, LLC v. Vicksburg Ford Lincoln Mercury, Inc case. Gain insights into…
Seller’s Responsibility for Buyer’s Pre-Closing Claim Costs in M&A Deals
Explore the intricacies of seller responsibilities for buyer’s pre-closing claim costs in M&A deals. Learn how indemnification provisions can play a crucial role in protecting buyers from unexpected legal challenges. Case reference: ALLERGAN FIN., LLC v. PFIZER INC. April 30,…
Understanding When Indemnification Applies in Asset Purchase Agreements
Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world…
Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: Acquisition Agreements, Asset purchase agreements, Business acquisitions, buyer's protection, Case Study, Continental Motors, Danbury Aerospace, indemnification, indemnification provision, legal outcomes, M&A legal risk, third party vs direct claims
Buyer’s Ability to Solicit Seller’s Employees Despite Letter of Intent
Explore the legal complexities surrounding a buyer’s ability to approach seller’s employees despite a Letter of Intent (LOI) in business acquisitions. Understand the case of American Mortgage & Equity Consultants, Inc. v. Everett Financial, Inc. and key factors affecting the…
Posted in letter of intent, modification as counteroffer, no solicitation of seller employees, nonbinding Tagged with: American Mortgage & Equity Consultants, binding provisions, Business acquisitions, Inc., Inc. v. Everett Financial, Legal Disputes, letter of intent, LOI legal implications, M&A legal blog, modified signed draft as counteroffer, nonbinding clauses, soliciting employees
Business Buyer’s $8 Million Claim Denied in Case of Nonrenewed Customer Contracts
Explore a legal case where a business buyer’s $8 million claim was denied after losing revenue due to nonrenewed customer contracts. Gain insights into the court’s ruling and the importance of accurate representations in M&A agreements. November 10, 2019 Introduction:…
Posted in customer and supplier rep, full disclosure rep, MAE rep, projections, representations and warranties Tagged with: asset purchase agreement, Boeing contracts, Business acquisitions, business buyer claim, Delaware Court of Chancery, full disclosure, Legal dispute, M&A legal case, material adverse effects, nonrenewed customer contracts, Private equity firm, revenue loss, seller inaccurate projections, seller's representations
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
M&A Confidentiality: Protecting Valuable Customer Data
Learn about the importance of safeguarding confidential information in M&A deals and the legal battles that can arise when confidentiality agreements are breached. M&A Stories May 9, 2019 Introduction: In the world of business acquisitions, safeguarding confidential information is paramount.…
Posted in covenant not to compete, public information exclusion Tagged with: Bobcat North America, Business acquisitions, case reference, Competitive Activities, Confidentiality, Confidentiality covenant, Customer Data, Inland Waste Holdings, Lawsuit, Legal battles, M&A, noncompetition covenant, public information exception, Purchase agreement
Buyer Misses Merger Deadline, Faces $126 Million Breakup Fee Battle
Explore a legal battle over a $126.5 million reverse breakup fee resulting from a missed merger deadline. Delve into the complexities of M&A agreements and antitrust issues. M&A Stories March 28, 2019 Introduction: In the world of business acquisitions, sellers…
Posted in extension of closing, implied covenant of good faith and fair dealing, merger, reverse termination or breakup fee, termination of M&A agreement, termination or breakup fee Tagged with: antitrust issues, Breakup Fee, Business acquisitions, contract disputes, Delaware Court of Chancery, extension of closing, implied covenant of good faith and fair dealing, M&A, Manfre v May, merger deadline, reverse termination fee
Employment Agreement Breach: Impact on Non-Compete Enforcement
Explore the consequences of employment agreement breaches in M&A transactions. This blog delves into a case where a company’s failure to uphold an employment contract affected its ability to enforce a non-compete clause. Learn valuable lessons for post-closing integration and…
Posted in covenant not to compete, employment agreement, stock purchase agreement Tagged with: Business acquisitions, Court rulings, Employment agreement breaches, Employment contract disputes, Legal consequences, M&A Transactions, Non-compete enforcement, Post-closing integration, risk management, Strategic negotiations
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