Blog Archives

Allegations of Breach in M&A Deal: Lessons from a $100 Million Case

Explore the intricate post-transaction landscape of M&A through a $100 million case involving an Atlanta-based chemical packaging company. Delve into the details of post-closing commitments, breaches, and legal implications, emphasizing the significance of post-closing covenants. M&A Stories November 21, 2018

Posted in covenant not to compete, hiring seller's employees, no kickback or bribe rep, nondisclosure agreement, trade secret misappropriation Tagged with: , , , , , , , , ,

Navigating Earnout Risks in RV Business Sales

Explore the complexities of business acquisitions in the recreational vehicle (RV) industry. Learn from a case study involving a Dallas-Fort Worth RV window shade manufacturer, the intricacies of earnout mechanisms, and the legal challenges faced post-acquisition. Gain valuable insights for

Posted in anti-reliance clause, earn outs, fraud in business sale Tagged with: , , , , , , , , , , , , , ,

South Carolina Supreme Court Upholds Expansive Noncompetition Covenant in Recent M&A Case

Explore the legal implications of the Palmetto Mortuary Transport case where the South Carolina Supreme Court upheld a seller’s noncompetition agreement in an M&A deal. Gain insights into noncompetition covenants, risk mitigation strategies, and the evolving landscape of business acquisitions.

Posted in covenant not to compete, reformation, step-down provision Tagged with: , , , , , , , , , , ,

Navigating Confidentiality and Exclusivity: A Cautionary M&A Tale from the Scrap Metal Industry

Explore the legal intricacies of an M&A dispute between a Cleveland-based Buyer and a Covington, La.-based Seller in the scrap metal recycling industry. Learn valuable lessons on confidentiality, exclusivity, and the repercussions of breaching agreements in M&A negotiations. M&A Stories

Posted in exclusivity provision, letter of intent, nondisclosure agreement Tagged with: , , , , , , , , , , , , , , , ,

Unraveling the Risks: Multi-Employer Pension Liabilities in California M&A

Explore the legal complexities of a recent M&A case in Santa Clarita, California, where a buyer faced unexpected challenges related to the seller’s unfunded multi-employer pension plan obligation. Gain insights into the court’s decision and the implications for buyers in

Posted in constructive knowledge, multi-employer pension plan, union liabilities Tagged with: , , , , , , , , , , , , , , , , , ,

Court Decision: Buyer Unable to Sue Seller for Fraudulent Misrepresentations in Target’s Data Room

Dive into the intricate world of M&A transactions with our latest blog post on an important Delaware court decision. Uncover the legal nuances surrounding buyer-seller relationships, data room disclosures, and the impact of contractual agreements. Gain valuable insights into the

Posted in anti-reliance clause, fraud in business sale Tagged with: , , , , , , , , , , , , , , , , , , , , , ,

Ensuring Inventory Accuracy in M&A Deals: A Cautionary Tale

In this insightful blog post, delve into the intricate world of mergers and acquisitions as we uncover a cautionary tale highlighting the critical importance of inventory accuracy in deal-making. Learn from a real-life case study and discover the essential role

Posted in Description of business assets purchased Tagged with: , , , , , , , , , , , , , , , , , , , ,

Understanding Successor Liability in M&A: Buyer Beware of Hidden Risks

Dive into the intricate world of mergers and acquisitions through compelling M&A Stories. Explore the hidden risks of successor liability in the legal battle of Indiana Electrical Workers Pension Benefit Fund v. ManWeb Services, Inc. Unravel the crucial aspects often

Posted in federal multiemployer pension plan withdrawal liability, successor liability Tagged with: , , , , , , , , , , , , , , , , , , , , , , ,

Court Awards Buyer Damages for Seller’s Breach of Noncompetition Covenant in 3D Printing Industry

Explore the legal intricacies of M&A transactions with our latest blog post. Delve into the case of Barranco v. 3D Systems Corporation, where a breach of noncompetition agreement in the 3D printing industry led to significant court-awarded damages. Gain insights

Posted in covenant not to compete Tagged with: , , , , , , , , , , , , , , , , , , , , ,

Asset Buyer Not Liable for Race Discrimination Claim in Employee Hiring Dispute

Explore the legal intricacies of mergers and acquisitions in our latest blog post. Delve into the case of Mance v. Owings Mills Autos, LLC, as we dissect the liabilities of asset buyers regarding employee claims post-acquisition. Gain insights into asset

Posted in hiring seller's employees, third party beneficiary clause Tagged with: , , , , , , , , , , , , , , , , , , ,

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