Dive into the complexities of M&A forum selection clauses with our latest blog post, which analyzes a case where a buyer’s fraud suit against a seller and multiple managers and owners was partially dismissed in Delaware. The court ruled in…
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The Reach of a Forum Selection Clause: Can M&A Buyer’s Fraud Suit against Seller and Multiple Owners and Managers Be Tried in Delaware?
Posted in fraud in business sale, Problems with financials, problems with forum selection clauses Tagged with: acquisition disputes, Chumash Capital Investments case, commercial litigation, complex commercial litigation, corporate litigation, cross-jurisdictional legal issues, defense contractor acquisition, Delaware corporate law, Delaware Superior Court, Forum Selection Clauses, Fraud in M&A, fraudulent financial statements, Grand Mesa Partners lawsuit, legal complexities in M&A, legal strategy in M&A, Litigation strategy, M&A legal disputes, M&A legal topics, M&A Transactions, multi-defendant litigation, multi-jurisdictional litigation
RESOLVING DISPUTES IN BUSINESS SALES: FORUM SELECTION CLAUSES AND LOCATION CHALLENGES
The court applied the purchase agreement’s Michigan forum selection clause and refused to transfer the case from Detroit to Houston, even though it will be inconvenient for both the Houston-based seller’s owner, the Houston business, and its employees, not to…
Posted in problems with forum selection clauses Tagged with: Breaking Forum Selection Clauses, Business Sales Litigation, Forum Selection Clauses, Home Court Advantage in Litigation, Impact of Forum Selection Clauses, Location Challenges in Lawsuits, M&A Disputes, Michigan Forum Selection Clause, Seller's Rights in M&A Lawsuits, Transferring Lawsuits
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- Buyer-Friendly Earnout Provision Shields Buyer from Seller’s Claim
- Due Diligence Gives Buyers the Right to Walk Away from a Bad Deal
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- extension of closing
- extra-contractual fraud
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- fair insider deal
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- fee based upon buyer debt assumption
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- for cause termination
- force majeure
- foreign income tax
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- forum selection clause
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- note payment amount adjustment
- notice
- notice provision
- objection -reasonable detail
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- offset right
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- Ownership of Target Law Firm File
- parol evidence rule
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- payroll tax
- percentage of purchase price
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- personal goodwill
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- Personal Name
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- problems with seller's real property
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- problems with taxes
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- product line exception
- projections
- projections
- promissory estoppel
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- prudence
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- receivables
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
- rescission
- restrictive post-closing covenants
- retaliation
- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
- Right of publicity
- risk of post closing payments
- royalty
- S corporation
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
- sales tax
- sales tax imposed on equity sale of DRE
- sales tax risk
- SBA approval re PPP loan
- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
- seller owner responsibility for underreported sales tax
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- Selling shareholders problem with their board of directors
- severance benefits
- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
- state and local tax
- state approval of nonprofit hospital
- state franchise/income tax
- statute of frauds
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- stock sale
- strategic acquisition
- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
- successor liability
- sufficiency of assets rep
- supply problems
- survival of covenants
- survival of reps and warranties
- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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