Delve into the intricacies of M&A earnout disputes with our latest blog post. Explore the complexities beyond accountant arbitration, as we dissect a notable case and offer insights into drafting M&A agreements for clarity and foresight. M&A Stories May 9,…
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Resolving M&A Seller Earnout Disputes: Beyond Accountant Arbitration
Posted in problems with earnouts Tagged with: accountant arbitration, business law, business negotiations, business strategies, Buyer-Seller Agreements, commercial AV projectors, contract drafting, contractual language, COVID-19, dispute resolution, Earnout Calculation, Earnout disputes, Industry specifics, Kelly v. DCC Technology Holdings Inc., Legal aspects, legal insights, M&A, M&A agreements, Mergers and Acquisitions, pandemic implications, post-closing metrics, revenue metrics, stakeholder insights, valuation discrepancies
Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC
Explore the intricate world of M&A transactions through our latest blog post, ‘Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC.’ Uncover the strategic use of earnouts, the risks they pose for both buyers…
Posted in problems with earnouts Tagged with: asset purchase agreement, Breach of contract, Business acquisition, case reference, Court proceedings, dispute resolution, earnouts, EBITDA metrics, financial metric disputes, fraud claims, Houston federal district court, independent accountant, Industry Insights, Legal Blog, Legal Disputes, Legal lessons, M&A Risks, M&A Transactions, Nomar Enterprises LLC v. Rugged Solutions America LLC, rugged computer industry, strategic management
BUYER MUST RETURN UNUSED PORTION OF $250K WARRANTY DEPOSIT TO SELLER
The asset purchase agreement did not say that the unused portion of the deposit was to be returned to the seller. The court said the unused portion of the deposit was refundable and a refund two years after the closing…
EARNOUT PROVISION DISQUALIFIES PURCHASE OFFER IN FRANCHISE AGREEMENT DISPUTE
California intermediate appellate court holds that offer was not bona fide. The earnout disqualified the offered purchase price from being “in a dollar amount.” M&A Stories August 09, 2021 Introduction: When purchasing a business from a franchisee, there are additional…
Posted in approval of franchisor, bona fide offer, earnout, franchise sale Tagged with: Bona fide offer, California appellate court, dispute resolution, Dollar amount requirement, Earnout provision, Franchise acquisition, Franchise agreement, M&A legal blog, Purchase offer, Understanding franchise agreements
Arbitration in Business Acquisitions when Real Estate Involved
Explore the complexities of arbitration in business acquisitions involving real estate. Discover how arbitration clauses may not always prevent disputes from reaching court, as highlighted by the BLW Motors, LLC v. Vicksburg Ford Lincoln Mercury, Inc case. Gain insights into…
Federal Court Decides Arbitration for Purchase Price Dispute in M&A Deal
Explore a recent case involving a stock acquisition where a federal court determines jurisdiction and resolves post-closing calculation disputes through arbitration. Learn how the court’s decision impacts M&A agreements. Case reference: FNB Corporation v. Mariner Royal Holdings, LLC. May 24,…
Posted in arbitration vs expert determination, dispute resolution provision, forum selection clause, purchase price adjustment Tagged with: arbitration, Delaware Court of Chancery, dispute resolution, expert determination, federal court, FNB Corporation v. Mariner Royal Holdings, jurisdiction, LLC, M&A legal blog, post-closing calculations, purchase price dispute, stock acquisition
Seller’s Owner Found Liable to Pay Buyer’s $1.7 Million Legal Fees: A Lesson in Contractual Guarantees
Explore a significant M&A legal case where a seller’s owner was held liable to pay $1.7 million in buyer’s legal fees. Learn how contractual guarantees and dispute resolution methods impact post-acquisition disputes. Case analysis of Summers Laboratories, Inc. v. Shionogi…
Posted in Attorney's Fee Provision, Guaranty Tagged with: APA obligations, arbitration, attorney's fees, buyer's legal fees, contractual guarantees, dispute resolution, guaranty agreement, Inc. v. Shionogi Inc., M&A legal case, post-acquisition disputes, seller's owner liability, Summers Laboratories
Court Decides EY Earnout Calculation as Arbitration, Not Expert Determination
Learn about a recent M&A case where a court ruled on the nature of an Ernst & Young earnout calculation, determining it as arbitration rather than expert determination. Get insights into the legal conflict and the court’s ruling. November 19,…
Posted in arbitration vs expert determination, dispute resolution provision, earn out, earn out dispute procedure, earn outs Tagged with: appellate court, arbitration, Court of Appeals of Indiana, dispute resolution, Earnout Calculation, Ernst & Young, expert determination, Inc. v. Mullholand, Indiana engineering business, legal conflict, M&A legal blog, purchase price adjustments, SGS North America, trial court case
Forum Selection Clause in Buyer’s Note for Company Acquisition
Explore the importance of forum selection clauses in M&A deals. Learn from the case of Robson v. Duckpond LTD. where a forum selection clause determined the location for resolving disputes over a buyer’s promissory note in a company acquisition. October…
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