Blog Archives

Wisconsin Court Examines M&A Survival Clause

Explore the complexities of M&A survival clauses in our latest blog post, ‘Wisconsin Court Examines M&A Survival Clause.’ This insightful analysis delves into a recent Wisconsin appellate court decision involving a strategic acquisition dispute. The case uncovers the critical role

Posted in survival of reps and warranties Tagged with: , , , , , , , , , , , , , , , , , , , , , , , , , , ,

M&A Buyer Blocks Seller’s Bankruptcy Discharge Over $225K Non-Compete Violation

In this engaging M&A blog post, we dive into a compelling legal case where a buyer successfully blocked a seller’s bankruptcy discharge over a $225,000 non-compete violation. Through this case study, we highlight the crucial importance of adhering to non-competition

Posted in Problem with seller owner's competition Tagged with: , , , , , , , , , , , , , , , , , , , , , , , ,

The Importance of Due Diligence When Acquiring a Business in a Regulated Industry

Navigating the complex landscape of acquiring a business in a regulated industry can be a minefield without thorough due diligence. In our latest post, we delve into the critical importance of meticulous pre-acquisition audits to ensure compliance with stringent regulations

Posted in problems with regulatory industry acquisitions Tagged with: , , , , , , , , , , , , , , , , , , ,

Resolving M&A Seller Earnout Disputes: Beyond Accountant Arbitration

Delve into the intricacies of M&A earnout disputes with our latest blog post. Explore the complexities beyond accountant arbitration, as we dissect a notable case and offer insights into drafting M&A agreements for clarity and foresight. M&A Stories May 9,

Posted in problems with earnouts Tagged with: , , , , , , , , , , , , , , , , , , , , , , ,

Challenging a M&A Buyer’s Good Faith in an Earnout Dispute

Explore the intricacies of M&A earnouts and legal disputes in this compelling blog post dissecting the Butler v. Ferguson Enterprises Inc. case. Gain valuable insights into contract negotiations, operational matters, and the pivotal role of judicial scrutiny in post-closing disputes.

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Can Buying a Business’s Assets Make You Responsible for Existing Contracts?

Explore the legal implications of purchasing a business’s assets instead of the entire company. Learn how seemingly innocuous actions can lead to contract assumption and potential liabilities, as illustrated by a real case involving a bar purchase in Boise. May

Posted in asset seller's liabilities, implied assumption of seller contract/liability Tagged with: , , , , , , , , , , , , , ,

Enforcing Unwritten Promises: Manager’s Share in APA Purchase Price

Explore a case where verbal promises to key employees in business sales led to legal complications. Learn how unwritten agreements can affect M&A deals and the importance of documenting such agreements. February 19, 2020 Introduction: It’s common for business sellers

Posted in oral contract, statute of frauds Tagged with: , , , , , , , , , , , , ,

Key Lessons from a Palo Alto M&A Dispute

Explore a significant M&A dispute involving a Palo Alto company and the key lessons learned from this case. Understand the importance of addressing debt subordination in M&A deals to avoid costly disputes. M&A Stories December 13, 2018 In December 2018,

Posted in implied covenant of good faith and fair dealing, promissory note, subordination Tagged with: , , , , , , , , , , , , , ,

Delaware Court Rules Buyer Must Honor Post-Closing Payments Despite Seller’s Breach

Explore the implications of a recent M&A case in Delaware (Post Holdings, Inc. v. NPE Seller Rep LLC), emphasizing the importance of honoring post-closing payments despite alleged breaches by the seller. Gain insights into contractual obligations, indemnification claims, and the

Posted in escrow, offset or setoff provision, stock purchase agreement Tagged with: , , , , , , , , , , , , , , , , ,

Upholding Noncompetition Covenants: Safeguarding Business Value

Explore the intricacies of M&A legal battles and the crucial role of noncompetition covenants in safeguarding business value. Delve into the Shimon v. Paper Enters., Inc. case, revealing insights into the enforcement of noncompete clauses, potential damages, and legal actions.

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

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