Explore the intricacies of M&A escrow with insights from the NSI-MI HOLDINGS case, a $230 million acquisition involving a 15-month escrow period. Learn key takeaways and court rulings on indemnification obligations, providing valuable lessons for crafting effective escrow agreements in…
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M&A Funds in Escrow: A Lesson from NSI-MI HOLDINGS, LLC v. Ametek, Inc.
Posted in problems with escrows Tagged with: Ametek Inc., buyer's indemnity claim, Case Study, contractual disputes, Court ruling, crafting escrow agreements, customer dispute, defense contractor, Delaware Superior Court, echo-free chamber, electronic equipment testing, escrow, escrow duration, escrow period alignment, escrow release, escrowed funds, indemnification, Legal Blog, M&A, M&A Storie, M&A Transactions, Mergers and Acquisitions, microwave test solutions, NSI-MI HOLDINGS, Post-closing challenges, Purchase agreement, radio frequency, stakeholder interests, stakeholder lessons
COURT HOLDS PRODUCT LINE BUYER NOT LIABLE FOR PRE-CLOSING TALC SALES CLAIMS
In a battle between two Pharma giants, a Delaware state court held that the seller retained liability for potentially billions of dollars for pre-closing sales of talc products. M&A Stories April 24, 2023 Introduction A buyer of a business can…
DEALING WITH SELLER LEASE GUARANTEES IN M&A TRANSACTIONS
Learn about the risks and solutions associated with personal guaranties for office or facility leases during M&A transactions. Find out how sellers can protect themselves from post-closing problems. M&A Stories April 14, 2021 Introduction: When selling a company, it is…
Posted in shareholder personal guaranty of target lease, stock purchase agreement Tagged with: Breach of contract, escrow arrangement, facility lease, indemnification, letter of credit, M&A Transactions, New York State Court, office lease, Personal Guaranty, real-life case, risk management, seller lease guarantees
Buyer’s Right to Sue Sellers for $9 Million in Pre and Post-Sales Tax Liabilities in M&A Deal
Explore a case study where a buyer’s right to sue sellers for $9 million in pre and post-sales tax liabilities was examined in an M&A deal. Learn about the legal arguments, court decisions, and the implications for similar situations. July…
Posted in fraud carveout, post-closing sales tax, pre-closing sales tax, sales tax risk Tagged with: buyer's right to sue sellers, Court decision, escrow funds, fraud exception, indemnification, Legal dispute, M&A deal, post-closing period, sales tax liabilities, tax audit, tax representations, warranty breach
Understanding When Indemnification Applies in Asset Purchase Agreements
Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world…
Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: Acquisition Agreements, Asset purchase agreements, Business acquisitions, buyer's protection, Case Study, Continental Motors, Danbury Aerospace, indemnification, indemnification provision, legal outcomes, M&A legal risk, third party vs direct claims
No Seller Responsibility for Pre-Closing Product Recall in M&A Deal
Explore a legal analysis of a significant M&A case where a buyer’s claim for indemnification in a product recall dispute was examined by the Delaware Court of Chancery. Gain insights into the court’s verdict and learn how such disputes can…
Posted in breach of representations and warranties, financial representation and warranty, indemnification, indemnification for pre-closing product loss, MAE rep, No Undisclosed Liabilities, representations and warranties Tagged with: Court verdict analysis, Delaware Court of Chancery, indemnification, M&A legal case, Manufacturing defect, Material breach, Pre-closing issues, Product recall dispute, Project Boat Holdings LLC v. Bass Pro Group LLC, Purchase agreement provisions, Seller responsibility
Buyer’s Responsibility for Asbestos Claims Punitive Damages
Explore the implications of punitive damages in asbestos claims within M&A deals. Learn from the case of Parker Hannifin Corp. v. Standard Motor Products, Inc. October 31, 2019 Introduction: Liability related to asbestos claims is a common concern for manufacturing…
How a Fraud Carve-Out Protected a Buyer’s Employee Non-Solicitation Claim in an M&A Deal
Explore a case study where a fraud carve-out provision played a crucial role in protecting a buyer’s interests in an M&A deal. Learn about the legal intricacies surrounding employee non-solicitation claims and exclusive remedy provisions. October 19, 2019 Introduction: Many…
Posted in boilerplate provisions, fraud carveout, hiring seller's employees, nonsolicitation of employees and customers Tagged with: asset purchase agreement, Breach of Covenant, Business acquisition, case reference, Employee Non-solicitation, exclusive remedy, fraud carve out, indemnification, Legal dispute, M&A, merger and acquisition, nonsolicitation covenant, Sacramento Federal Court, Trampoline Park
Successor Liability in Asset Acquisitions: Protecting Your Business
Explore the complexities of successor liability in M&A asset acquisitions and how to protect your interests. Learn from a real case scenario and key takeaways. M&A Stories April 17, 2019 Introduction: In the world of M&A, asset purchases can be…
Posted in actual knowledge, asset purchase agreement, constructive knowledge, due diligence, inequitable, retaliation, sexual harassment, successor liability Tagged with: asset acquisitions, business protection, case reference, due diligence, indemnification, legal knowledge, legal obligations, M&A, Purchase Price, sexual harassment and retaliation, successor liability
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