This blog delves into the legal complexities of earnouts in private equity acquisitions, using a recent Delaware Superior Court case as a key example. It explores the risks sellers face when private equity firms orchestrate strategic decisions that negatively affect…
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When Private Equity’s Global Strategy Undermines Earnouts
Posted in private equity, problems with earnouts Tagged with: Acquisition Agreements, affiliate immunity, breach of earnout, Business acquisition, buyer group, corporate group law, Delaware law, Delaware Superior Court, Earnout disputes, Earnout Provisions, earnouts, EBITDA performance, M&A acquisitions, M&A Legal Risks, PE firm accountability, PE firm liability, portfolio company, Private Equity, private equity sponsor, Punitive damages, seller protections, strategic decisions, tort claims, tortious interference
Recovering Legal Fees When Enforcing M&A Restrictive Covenants
Explore the intricate world of enforcing restrictive covenants in M&A transactions with our latest blog post. Dive into a compelling case study involving a $20 million acquisition in the education and risk management sector. We delve into the legal challenges…
Posted in Attorney's Fee Provision, noncompetition covenant Tagged with: Appellate court decisions, asset purchase agreement clauses, Compensatory Damages, Delaware law, education sector mergers, enforcing non-compete agreements, injunctions in M&A cases, legal challenges in M&A, legal fees in M&A disputes, litigation management industry, M&A case studies, M&A Restrictive Covenants, risk management acquisitions
M&A Buyer’s Restrictive Covenants Tested Under Delaware Law
Explore the complexities of M&A restrictive covenants in our latest blog post, “M&A Buyer’s Restrictive Covenants Tested Under Delaware Law.” This post delves into a recent case involving a strategic acquisition in the timberland management and forestry consulting industry. The…
Posted in noncompete area, noncompetition covenant term, nonsolicitation of employees and customers, problems with noncompetition covenants, restrictive post-closing covenants Tagged with: appraisal services, asset purchase agreement, blue penciling, business goodwill, competitive business practices, Corporate Law, Court decisions, cross-border agreements, Delaware law, Employment law, enforceability, forestry consulting, legal analysis, M&A legal disputes, M&A Transactions, non-compete clauses, non-solicitation clauses, Preliminary injunction, Restrictive covenants, strategic acquisition, timberland management
M&A Asset Buyer’s Liability for Unpaid Invoices: A Legal Case Analysis
Explore the complexities of asset buyer liability in M&A transactions through a legal case analysis. Delve into successor liability and its application in a recent court decision. M&A Stories October 19, 2023 Introduction: In the world of mergers and acquisitions…
Posted in problems with successor liability Tagged with: asset purchase agreement, asset sale, Cleveland-Cliffs Burns Harbor LLC v Boomerang Tube LLC, Corporate continuity, Delaware Court of Chancery, Delaware law, legal case analysis, Legal theories in M&A, Liability for unpaid invoices, M&A asset buyer, M&A transaction, Mere Continuation, Successor entity, successor liability, Unpaid invoice collection, Vendor's lawsuit
DELAWARE COURT RULES ACQUISITION AGREEMENT JURY WAIVER DOES NOT COVER RELATED AGREEMENT DISPUTES
Learn about a recent Delaware court ruling that sheds light on the scope of jury trial waivers in acquisition agreements and how it may impact related transactional documents like Transition Services Agreements (TSA) M&A Stories May 11, 2021 Introduction: In…
CEO’s Potential Liability for Withholding Buyer’s Financials in Merger Proxy
Explore a case study involving a CEO’s potential liability for withholding critical financial information in a merger proxy. Learn about the legal implications and the court’s ruling in this M&A legal blog. M&A Stories December 24, 2020 Introduction: In mergers,…
Posted in officer duty of care, shareholder approval of deal Tagged with: audited financials, breach of duty, CEO liability, Corporate governance, Delaware law, duty of care, financial disclosure, In Re Baker Hughes Incorporated Merger Litigation, M&A legal case, merger proxy, shareholder approval, unaudited financials
Buyer’s Ability to Sue Seller for Fraud in Delaware “As Is” Deal
Explore the legal implications of fraud in M&A deals, particularly in cases where buyers agree to purchase assets “as is” without explicit assurances. Learn from a real case study and understand the importance of representations and warranties in protecting buyers’…
Buyer Cannot Sue Seller for Withholding Pending Customer Loss Information
Explore a case study in M&A where the buyer’s inability to sue the seller is examined due to contractual limitations on claims beyond representations and warranties. M&A Stories December 10, 2020 Introduction: When considering the purchase of a business, it’s…
Posted in contracts, due diligence, extra-contractual fraud, fraud in business sale, non-reliance clause Tagged with: asset purchase agreement, Business acquisition, Business Transactions, buyer-seller dispute, contractual limitations, contractual representations, Delaware law, due diligence, fraud, Humana contracts, Legal action, loss of major customer, M&A legal case study
Seller’s Earnout Lawsuit Verdict: Strategic Buyer’s Actions Deemed Not in Bad Faith
Explore a recent M&A case involving a seller’s earnout lawsuit against a strategic buyer. Delve into the details of the case and its implications for the M&A landscape. Learn about the importance of precise APA language and the challenges sellers…
Posted in earn outs, implied covenant of good faith and fair dealing Tagged with: Asset purchase agreement (APA), bad faith, Breach of contract. Good faith, Buyer's actions, Case reference: Huntingford v. Pharmacy Corporation of America, Customer accounts, Delaware law, Earnout clause, Gross profits, M&A agreements, M&A lawsuit, Seller's Earnout, Strategic buyer
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