Surprisingly, a California Court of Appeals ignores a bank’s rights under a subordination agreement M&A Stories December 23, 2022 Introduction In a recent case, a California Court of Appeals made a surprising decision by disregarding a bank’s rights under a…
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DOL ALLEGES NEGLIGENCE IN MONITORING ESOP TRUSTEE IN M&A DEAL
Learn about a recent M&A case involving a Hawaii-based architectural engineering firm and the Department of Labor’s allegations of negligence in monitoring the ESOP trustee’s actions. Understand the importance of using an independent ESOP trustee to mitigate liability risks. Read…
Posted in director liability, independent trustee, prudence, sale of business to ESOP Tagged with: Acquisition, Court decision, Department of Labor, Employee Stock Ownership Plan, ESOP Trustee, Fiduciary Duty, Independent Trustee, Legal Blog, Liability, M&A, M&A Transactions, Negligence, Stewart v. Saakvitne, Valuation
COURT ALLOWS DISTRIBUTOR TO SUE BUYER FOR PRE-CLOSING BREACH IN ACQUISITION DEAL
Read about a recent acquisition deal in the printer equipment manufacturing industry where a distributor sued a buyer for alleged pre-closing breach under the “mere continuation successor liability” theory. M&A Stories March 08, 2021 Introduction: In a recent acquisition deal…
BUYER’S SUCCESSFUL SUBSTANCE OVER FORM ARGUMENT YIELDS $3 MILLION AMORTIZATION INCOME TAX DEDUCTION
Read about a notable M&A case where a buyer’s argument for substance over form led to a $3 million amortization income tax deduction. Learn how the court’s decision highlighted the importance of aligning transaction structure with economic substance. M&A…
Buyer’s Right to Sue Sellers for $9 Million in Pre and Post-Sales Tax Liabilities in M&A Deal
Explore a case study where a buyer’s right to sue sellers for $9 million in pre and post-sales tax liabilities was examined in an M&A deal. Learn about the legal arguments, court decisions, and the implications for similar situations. July…
Posted in fraud carveout, post-closing sales tax, pre-closing sales tax, sales tax risk Tagged with: buyer's right to sue sellers, Court decision, escrow funds, fraud exception, indemnification, Legal dispute, M&A deal, post-closing period, sales tax liabilities, tax audit, tax representations, warranty breach
Buyer’s Liability for Unpaid Sales Tax in Restaurant Asset Acquisition
Explore the legal implications of buyer liability for unpaid sales tax in restaurant asset acquisitions. Understand the New York state law and court decisions in Shakeen LLC v. Courtelyou Wine LLC. Read our M&A legal blog for expert insights. June…
Posted in asset purchase, New York, sales tax Tagged with: asset purchase agreement, Buyer liability, Court decision, Legal dispute, M&A, New York state law, restaurant asset acquisition, sales and use tax law, Shakeen LLC v. Courtelyou Wine LLC, tax responsibilities, Uniform Commercial Code, unpaid sales tax
No Insurance Coverage for $25 Million Fire Damage Claim on Sold Business Assets
Explore a case study involving a $25 million fire damage claim on sold business assets, where insurance coverage was denied due to contractual breaches. Learn about the legal implications and the court’s decision in Murphy Oil Corporation v. Liberty Mutual…
Posted in CGL Policy, Duty to Defend Tagged with: asset purchase agreement, business risks, contractual breaches, Court decision, economic loss, federal appeals court, fire damage claim, Insurance Coverage, legal responsibilities, Liberty Mutual Fire Insurance Company, M&A legal blog, Murphy Oil Corporation, Negligence, property damage, sold business assets, statute of limitations
Can a Buyer Hold a Seller’s Owner Accountable for M&A Behavior?
Exploring a legal case where a business owner’s personal behavior led to personal liability in an M&A transaction. Learn how a seller’s owner can be held accountable for their actions even when not directly named in the agreement. February 28,…
Posted in alter ego, breach of contract, breach of representations and warranties, representations and warranties Tagged with: asset purchase agreement, bad behavior, business owner's personal actions, Business Sale, Court decision, Legal dispute, LLC liability, M&A behavior, personal accountability, seller's owner liability
Understanding Financial Statements Representation in M&A Agreements
Explore the importance of accurate financial statement representation in M&A agreements. Learn from a real case involving disputed financial statements and the court’s decision. Case reference: Hill v. LW Buyer, LLC. December 4, 2019 Introduction: In M&A agreements, sellers usually…
Posted in books and records rep and warranty, financial representation and warranty Tagged with: accuracy, books and records, Case Study, completeness, Court decision, Delaware Court of Chancery, due diligence, GAAP, Hill v. LW Buyer LLC, information services company, Legal dispute, M&A agreements, monthly financial statements, Representation and Warranty, stock acquisition
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