The seller airline filed for $10 million federal Covid assistance days before filing for bankruptcy. The buyer received the assistance and a competitor tried and failed to force the buyer to return the money. M&A Stories April 21, 2022 Introduction:…
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M&A Integration Provision and Exclusive Remedy Clause: How They Impact Seller Claims
Explore the crucial role of the APA Integration Provision and Exclusive Remedy Clause in a recent M&A case involving a Denver-based seller and a Houston-based buyer. Discover key allegations, the seller’s claim, the court’s decision, and the legal obstacles faced…
Posted in earn out, economic loss doctrine, exclusive remedy, integration clause Tagged with: Asset purchase agreement (APA), Business Closure, Case Reference: In Re Allonhill, Colorado Choice of Law, Contractual Remedies, Court's Decision, Denver-Based Seller, Earnout Payments, economic loss rule, Exclusive Remedy Clause, Houston-Based Buyer, integration clause, legal challenges in M&A, Legal Provisions in M&A, LLC, M&A Integration Provision, M&A legal blog, Material Misrepresentations, Negligent Misrepresentation, Seller Claims, Tort Liability
Resolving Working Capital Disputes in M&A Agreements
Explore the intricacies of resolving working capital disputes in M&A agreements, with a focus on the case of Agiliance, Inc. v. Resolver Soar, LLC. Learn about the importance of clear dispute resolution language and its impact on M&A transactions. M&A…
Posted in arbitration vs expert determination, dispute resolution provision, purchase price, working capital adjustment Tagged with: Agiliance Inc v Resolver Soar LLC, arbitration, asset purchase agreement, Court's Decision, Delaware Corporation, dispute resolution, Dispute resolution mechanisms, expert determination, Legal Blog, M&A agreements, M&A case study, Net working capital adjustments, Net working capital statement, purchase price adjustment, Working capital disputes
Investment Banker’s Fee Approved in Chapter 11 Asset Sale Despite Challenges
Explore a recent case where an investment banker successfully secured their fee in a Chapter 11 asset sale, despite opposition from the trustee and creditors. Learn about the background, prepetition efforts, Chapter 11 petition, auction outcome, and the court’s decision…
Posted in approval of investment banking fee, bankruptcy sale, distressed business acquisitions, investment banker/business broker Tagged with: Auction outcome, Bankruptcy court, Bankruptcy Estate, Bankruptcy proceedings, Celebrity chef-owned restaurant, Chapter 11 asset sale, Court's Decision, Creditor opposition, Fee approval, Financial analysis, Imputed hourly rate, In re Garces Restaurant Group Inc, Investment banker fee, Legal Blog, M&A Case, Post-petition negotiations, Prepetition efforts, Similar cases, Stalking Horse Bidder, Trustee opposition
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