Explore a case study where a fraud carve-out provision played a crucial role in protecting a buyer’s interests in an M&A deal. Learn about the legal intricacies surrounding employee non-solicitation claims and exclusive remedy provisions. October 19, 2019 Introduction: Many…
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How a Fraud Carve-Out Protected a Buyer’s Employee Non-Solicitation Claim in an M&A Deal
Posted in boilerplate provisions, fraud carveout, hiring seller's employees, nonsolicitation of employees and customers Tagged with: asset purchase agreement, Breach of Covenant, Business acquisition, case reference, Employee Non-solicitation, exclusive remedy, fraud carve out, indemnification, Legal dispute, M&A, merger and acquisition, nonsolicitation covenant, Sacramento Federal Court, Trampoline Park
Business Seller Accuses Buyer of Earnout Manipulation
Explore a recent M&A case where a seller accused the buyer of manipulating earnings to avoid the earnout. Dive into the legal intricacies and lessons learned from Main Market Partners, LLC v. Olon Ricerca Bioscience LLC. M&A Stories May 16,…
Posted in bad faith, earn outs Tagged with: asset purchase agreement, bad faith, Business performance, Business Seller, buyer, case reference, Chemical Division, Distressed Companies, Earnings Manipulation, earnout, EBITDA, Lawsuit, Legal Blog, M&A, Main Market Partners, merger and acquisition, Middle-Market Companies, Olon Ricerca Bioscience, Post-Closing Performance, Private Equity
Negotiating M&A Deals: Buyer’s Duty in the Spotlight
Explore the complexities of M&A negotiations and the legal implications of buyer’s duty in this informative blog post. Learn from a real-life case reference. M&A Stories May 13, 2019 Introduction: Selling a business involves several stages. A potential buyer typically…
Posted in asset purchase agreement, Duty to negotiate in good faith Tagged with: Acquisition Agreement, asset purchase, business purchase, Business Transactions, Buyer's duty, case reference, CKSJB Holdings, confidentiality agreement, Delaware and California imply a duty of good faith and fair dealing, due diligence, earnout, Good Faith Negotiations, Inc., legal implications, Legal outcome, letter of intent, LLC v. EPAM Systems, M&A negotiations
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
Successor Liability in Asset Acquisitions: Protecting Your Business
Explore the complexities of successor liability in M&A asset acquisitions and how to protect your interests. Learn from a real case scenario and key takeaways. M&A Stories April 17, 2019 Introduction: In the world of M&A, asset purchases can be…
Posted in actual knowledge, asset purchase agreement, constructive knowledge, due diligence, inequitable, retaliation, sexual harassment, successor liability Tagged with: asset acquisitions, business protection, case reference, due diligence, indemnification, legal knowledge, legal obligations, M&A, Purchase Price, sexual harassment and retaliation, successor liability
Acquiring a Troubled Business in Bankruptcy: Shedding Union Liabilities
Learn about the legal complexities of purchasing a distressed business in bankruptcy, specifically focusing on shedding union liabilities. Explore the case of Mission Coal Company and understand the key takeaways from this challenging M&A scenario. M&A Stories March 12, 2019…
Posted in purchase agreement Tagged with: acquiring a business, bankruptcy, bankruptcy sale, case reference, Chapter 11, court approval, distressed business, healthcare commitments, job preservation, legal complexities, M&A, Mission Coal Company, pension obligations, sale of distressed business, union liabilities
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