Explore the complexities of post-acquisition contract consents through an insightful case study on a high-stakes $80 million acquisition. This blog post delves into the challenges faced when key business value is linked to contracts requiring third-party consent, as exemplified by…
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Wealth Manager Avoids Solicitation Claims in M&A Case
Explore the risks and legalities in Mergers and Acquisitions when personal service businesses are involved. Learn from a recent case where a wealth management company faced challenges due to client relationships. M&A Stories March 7, 2019 Introduction: In the world…
Posted in purchase agreement Tagged with: Business acquisition risks, Client relationships in M&A, Due diligence in M&A, Key individual in business, Legal safeguards in acquisitions, M&A legal case, Non-solicitation promise, sale of personal service company, Seller's non-compete agreement, Sentinel Rock Wealth Management case, Wealth management acquisition
Understanding Successor Liability in M&A Deals: Michigan vs. New Jersey
Explore the nuances of successor liability in M&A deals, focusing on the legal case of Varilease Finance, Inc. v. Earthcolor, Inc. This blog simplifies the complexities of Michigan and New Jersey’s successor liability tests, offering insights for professionals in the…
Posted in asset buyer's assumption of seller's liabilities by contract, asset purchase agreement, asset seller's liabilities, assumed liabilities, assumption of a contract, buyer's assumption of seller liabilities in asset acquisition, excluded liabilities, mere continuation, seller owners equity interest in buyer, successor liability Tagged with: Asset buyer, asset purchase agreement, Business acquisition, Case Study, Due diligence in M&A, Legal dispute, M&A legal blog, Master Lease Agreement, Mere Continuation Rule, Michigan law, Michigan vs. New Jersey, New Jersey law, successor liability, Successor liability risks, Varilease Finance Inc. v Earthcolor Inc
Limiting Environmental Remediation Costs in M&A Deals
Explore how to mitigate environmental remediation costs in M&A transactions through a real-life case study. Learn from a legal perspective about managing environmental uncertainties in stock purchase agreements. M&A Stories January 17, 2019 In 2014, a business owner in Palo…
Posted in Buyer beware, environment representations and warranties, environmental remediation, escrow, indemnification, promissory note, purchase price reduction, stock purchase agreement Tagged with: Case Study in M&A, Due diligence in M&A, Environmental Contamination, Legal Aspects of M&A, M&A Environmental Remediation, Mitigating Remediation Costs, stock purchase agreement
Buyer’s purchase price may triple post-closing because of underfunded union pension plan
Explore the legal implications of a case where a buyer’s purchase price may triple post-closing due to an undisclosed underfunded union pension plan liability. Learn from the Members of the Board Of Administration of the Toledo Area Industries UAW Retirement…
Posted in asset purchase agreement, constructive knowledge, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, multi-employer pension plan, successor liability, union liabilities Tagged with: asset purchase agreement, Business continuity analysis, Buyer's purchase price, Due diligence in M&A, ERISA (Employee Retirement Income Security Act), Goodwill in M&A, Hidden liabilities, Legal consequences in M&A, Legal implications in M&A, M&A case study, M&A legal blog, M&A lessons learned, Obz Inc case, Toledo Area Industries UAW Retirement Income Plan, Union pension plan liability
Israeli Pharma Buyer’s Fraud Claim Against Mexican Pharma Seller Dismissed
Explore the case of an Israeli pharma company’s fraud claim against a Mexican pharmaceutical seller and its dismissal. Learn about the importance of due diligence in M&A deals. M&A Stories December 19, 2018 In 2015, an Israeli pharma company (Buyer)…
Posted in compliance with all applicable laws, extra-contractual fraud, fraud in business sale, indemnification cap, representations and warranties Tagged with: Buyer's lawsuit, Due diligence in M&A, fraud claim dismissal, Israeli pharma buyer, Legal violations, M&A legal case, Mexican FDA compliance, Mexican pharmaceutical seller, Representation and Warranty, Thorough due diligence
Buyer’s Missed Opportunity: Overlooking License Agreement in Bankruptcy Acquisition
Explore the legal consequences of a buyer neglecting to secure a patent license during the acquisition of a company in chapter 7 bankruptcy. Learn from the Provider Meds, LLC case. M&A Stories November 9, 2018 In this M&A story, we…
Posted in bankruptcy sale, distressed business acquisitions, executory contracts Tagged with: asset purchase agreement, Bankruptcy acquisition, Chapter 7 liquidation, Court rulings on executory contracts, Due diligence in M&A, Legal battles in acquisitions, M&A legal implications, Patent license agreement, Provider Meds LLC case, Trustee's fiduciary duty
Clarifying Securities Fraud Claims in M&A: Lessons from O’Connor v. Cory
Explore the intricacies of federal securities fraud claims in M&A through the lens of O’Connor v. Cory. This blog delves into a notable case, emphasizing the importance of clarity in purchase agreements and offering key takeaways for sellers in similar…
Posted in anti-reliance clause, fraud in business sale, full disclosure rep, reliance Tagged with: Business experience in negotiations, Business valuation in M&A, Dallas federal district court, Disclaimer of reliance, Due diligence in M&A, Equity in purchase price, federal securities fraud, fraud carve out, Full disclosure representation, Legal proceedings in M&A, M&A legal, Material Facts Disclosure, O’Connor v. Cory, Purchase agreement, Purchase documents evaluation, representations and warranties, Securities Fraud Claims, Seller's Lawsuit
Buyer Beware: Understanding Liability in Asset Purchases
Dive into the intricate world of mergers and acquisitions with our latest blog post, ‘Buyer Beware: Understanding Liability in Asset Purchases.’ Uncover the cautionary tale of a buyer navigating the treacherous waters of liability, facing unforeseen legal challenges post-acquisition. Learn…
Posted in federal employment discrimination liability, successor liability Tagged with: Asset Purchase Liability, Buyer Beware, Due diligence in M&A, Federal Employment Discrimination, Legal Risks in Business Acquisitions, Liability in Asset Transactions, M&A legal issues, Mergers and Acquisitions, Risk Management Strategies, successor liability
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