In the complex landscape of mergers and acquisitions, understanding the legal implications of product liability is crucial for asset buyers. This blog post explores a recent South Carolina case where a buyer faced unexpected legal challenges due to a defect…
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M&A Buyer Loses Products Liability Indemnification Claim Against Seller
Posted in problems with products liability claims Tagged with: Asset Buyers, buyer responsibilities, Byers v. Pinnacle Converting Equipment, equipment safety, extended reporting periods, Indemnification claims, industrial machinery, Insurance Coverage, Legal Risks, liability insurance, M&A legal topics, manufacturing defects, Mergers and Acquisitions, post-acquisition claims, product liability, representations and warranties insurance, Risk management in M&A, slitter rewinders, South Carolina federal court, tail coverage
M&A Seller Learns a Painful Lesson on Defending Indemnification and Setoff Claims
Discover the critical lessons from a real M&A legal dispute where a seller’s failure to adhere to post-closing dispute procedures led to significant financial consequences. This blog delves into the importance of indemnification provisions, the role of representations and warranties,…
Posted in indemnification, objection -reasonable detail, timely objection to indemnification claim Tagged with: Alabama Supreme Court ruling, Alabama-based business, asset purchase agreement, asset recovery, brake-plate facility, Breach of contract, Business acquisition, business legal lessons, buyer protections, Buyer-seller disputes, environmental issues in M&A, Financial difficulties, hidden business problems, Indemnification claims, legal fees in M&A, legal recourse in M&A, M&A agreements, M&A industry, M&A legal disputes, M&A transaction procedures, Post-closing disputes, representations and warranties, Seller obligations, setoff claims, South Korean customer, vendor invoices
M&A Health Care Seller Fights Large Buyer over Medicare and Medicaid Reconciliation
In this blog post, we delve into the complexities of selling a healthcare business, particularly focusing on a recent M&A legal dispute involving Medicare and Medicaid receivables. Discover how a Montana-based home health and hospice provider clashed with a large…
Posted in problems with receivables Tagged with: Acquisition Agreements, escrow, escrow in M&A, federal district court rulings, financial reconciliation, healthcare business sale, healthcare industry, healthcare mergers and acquisitions, healthcare regulations, home health and hospice care, Indemnification claims, legal strategy in M&A, M&A case studies, M&A Disputes, M&A legal issues, Medicaid receivables, Medicare receivables, post-closing receivables, prejudgment remedy, receivables management, reconciliation, Regulatory Compliance
$1.1 BILLION HOSPITAL DEAL LEADS TO $27.7 MILLION DISPUTE IN DELAWARE COURT
The buyer gives technical arguments to the court to justify its refusal to pay to the seller its share of funds it received from a state of Florida program designed to compensate hospitals for providing treatment to Medicaid patients at…
Posted in problem with prorations Tagged with: $1.1 billion hospital deal, $27.7 million proration dispute, Delaware Court of Chancery, Florida hospital acquisition, Indemnification claims, Legal dispute, M&A, Medicaid patients, Steward Health Care System v. Tenet Business Services Corp., Transition services agreement
Extending Time for Indemnification Claims in M&A Deals: “No Harm No Foul”
Discover how a buyer’s indemnification claim was excused despite missing the time limit in an M&A deal. Learn about the Schillinger Genetics, Inc. v. Benson Hill Seeds, Inc. case and lessons on navigating indemnification claims in mergers and acquisitions. M&A…
Posted in escrow, excuse for untimely indemnification claim, indemnification Tagged with: 'No Harm No Foul', buyer's claim, compensation rules, Delaware Court of Chancery, escrow funds, grace period for indemnification claims, Indemnification claims, Legal Disputes, M&A deals, Schillinger Genetics v. Benson Hill Seeds, time limit extension
When Setoff Applies in Asset Purchase Agreements for Indemnification Claims
Explore the complexities of setoff in asset purchase agreements for indemnification claims. Learn how post-closing payments can be impacted by unresolved issues between buyers and sellers. Case analysis included. March 19, 2020 Introduction: After acquiring a business, buyers sometimes uncover…
Extending Contractual Timeframes in M&A Deals Under Delaware Law
Explore the implications of Delaware law on survival periods and statute of limitations in M&A agreements. Learn how a recent case, Kilcullen v. Spectro Scientific, Inc., sheds light on extending timeframes for indemnification claims. September 6, 2019 M&A Stories Introduction:…
Posted in extension by contract in Delaware, indemnification, statute of limitations, survival of reps and warranties, tolling Tagged with: 10 Del. Code § 8106(c), contract claims, contractual timeframes, Delaware Court of Chancery, Indemnification claims, intellectual property representation, Kilcullen v. Spectro Scientific, Legal battles, M&A agreements, M&A Delaware law, statute of limitations, survival periods, tolling
Buyer’s Indemnification Claim and Pre-Closing Tax Refunds: A Cautionary Tale
Explore the intricacies of indemnification claims in M&A through a cautionary tale of a private equity firm’s acquisition of an environmental remediation company. Learn from the legal challenges, court rulings, and the importance of setoff provisions in stock purchase agreements.…
Posted in offset or setoff provision Tagged with: Buyer's indemnification, Case reference: Cricket Stockholder Rep LLC v. Project Cricket Acquisition Inc., Court rulings in M&A, Environmental remediation company, Indemnification claims, Legal actions in M&A, M&A legal blog, New York State Court, Offset provisions, Post-closing challenges, Post-closing transition, Pre-closing tax refunds, Private equity firm, Risk mitigation in M&A, Setoff provisions, stock purchase agreement
Avoiding Escrow Woes: A Cautionary Tale for M&A Participants
Dive into the intricacies of mergers and acquisitions with our latest blog post, ‘Avoiding Escrow Woes: A Cautionary Tale for M&A Participants.’ Explore the real-world case of The HC Companies, Inc. v. Myers Industries, Inc., and unravel the complexities surrounding…
Posted in indemnification, timely objection to indemnification claim Tagged with: attention to detail, Breach of contract, business assets, business ecosystem, business enthusiasts, business litigation, business protection, Business Transactions, case analysis, cautionary tale, Court of Chancery, Court rulings, Delaware, diligence, Entrepreneurial insights, escrow, Indemnification claims, Legal Challenges, Legal Disputes, Legal intricacies, Legal lessons, litigation outcomes, M&A legal, M&A practitioners, Mergers and Acquisitions, The HC Companies Inc. v. Myers Industries Inc., timely objections
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