Explore a real M&A case where an earnout agreement led to a legal dispute. Learn how buyer-seller dynamics and the duty of good faith played a crucial role in the court’s decision. M&A Stories March 19, 2019 Introduction: When buyers…
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Pharmacy Sale Earnout Dispute: Buyer’s Good Faith Questioned in Court
Posted in purchase agreement Tagged with: asset purchase agreement, Buyer Misconduct, Buyer's Good Faith, Buyer-Seller Dynamics, Court decision, Delaware law, earnout dispute, Good Faith Duty, Gross Profit Target, Huntingford v Pharmacy Corporation Of America, implied covenant of good faith and fair dealing, Legal battles, Legal dispute, M&A deals, Performance Targets, Pharmacy Sale, Risk in Earnout Agreements, Seller's Earnout
Fraud Carve Out Rescues Buyer in Complex M&A Divestiture
Explore a recent M&A case highlighting the importance of meticulous contract negotiation and the legal intricacies surrounding fraud and concealment in asset purchase agreements. M&A Stories February 04, 2019 In the world of Mergers and Acquisitions, a recent case shed…
Posted in "as is where is", fraud in business sale Tagged with: asset purchase agreement, Breach of contract, buyer, Case Study, Class action lawsuit, concealment, contract negotiation, Delaware law, economic loss doctrine, fraud, fraud carve out, Legal Blog, Liability, M&A, Mergers and Acquisitions, Perrigo Company International Vitamin Company, pharmaceutical industry, seller
Buyer’s Pursuit of Misrepresentation Damages through D&O Policy
Explore a legal case in M&A where a buyer seeks damages for misrepresentation through their D&O insurance policy. Learn about the complexities and court rulings in this insightful M&A story. M&A Stories November 28, 2018 In this M&A story, we…
Posted in ambiguous exclusion, directors and officers insurance policy, insurance coverage, major shareholders exclusion, stock purchase agreement Tagged with: Ambiguous exclusion clause, Buyer's coverage, Buyer's pursuit, Company acquisition, D&O insurance policy, D&O policy, Delaware law, Delaware litigation, EMCI Acquisition v. RSUI Indemnity Company, Insurance claims, Insurance coverage disputes, Insurance exclusion clause, Legal Disputes, Legal settlement, M&A insurance, M&A litigation, Major shareholders exclusion, Misrepresentation damages, Risk adjustment services, Seller-directors misconduct, Stock purchase negotiation
Disputed Oral Modification Sinks $5 Million Investment Deal
Explore a recent M&A legal development where a federal district court dismissed a breach of contract claim over an alleged oral modification to a stock purchase agreement. Gain insights into the importance of documenting changes in major agreements and the…
Posted in integration clause, no oral modifications of contract, waiver of contractual provision Tagged with: Breach of contract, case reference, Delaware law, Documenting agreements, Integration clauses, Investment dispute, Investor lawsuit, Laboratory equipment, Legal outcome, M&A legal development, Oral modification, Regenerative medicine, Stem-cell harvesting, stock purchase agreement, Written evidence
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