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,…
Blog Archives
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
Verifying Dates in Documents for Seamless Closings
Dive into the intricate world of M&A transactions with our latest blog post, “Verifying Dates in Documents for Seamless Closings.” Uncover the challenges faced in a real-life acquisition case and learn how precise document coordination is paramount for successful closures.…
Posted in problem with stock options, Problems with typos Tagged with: Acquisition challenges, Business acquisition, case reference, Chicago-based company, Closing dates, Delaware Court of Chancery, Document coordination, Document review, EBITDA targets, Employment agreements, Greenberg v. BCV Social, Hospitality sector, Indian firm, Industry specifics, Legal aspects, Legal errors, Legal lessons, LLC, M&A insights, M&A stories, M&A Transactions, Merger pitfalls, mutual mistake, Precise closures, Reformation of contracts, Seamless closings, Social media marketing, software as a service, stock options, Termination clause, Vesting date
Enforcing Earn Outs in M&A Deals: Lessons from the Garden Meadow Case
Delve into the intricate world of M&A with our latest blog post, ‘Enforcing Earn Outs in M&A Deals: Lessons from the Garden Meadow Case.’ Unravel the complexities surrounding earn-out agreements, as we dissect the cautionary tale of Sandy, the visionary…
Posted in earn out, purchase price Tagged with: acquisition process, business growth, business ownership, business strategies, Case Study, CEO perspectives, CFO insights, deceptive practices, diligence in M&A, earn-out agreements, earn-out provisions, Entrepreneurship, fair treatment, Garden Meadow case, Industry Insights, Legal action, Legal aspects, M&A complexities, M&A deals, navigating acquisitions, purchase price negotiations, success stories
Parent Company’s Liability in M&A Deals: Lessons from a Legal Battle
Dive into the legal intricacies of M&A deals with our latest blog post exploring the liability of parent companies in acquisitions. Uncover valuable lessons from a recent legal battle and learn about the risks involved in forming acquisition subsidiaries. Discover…
Posted in piercing veil of acquisition subsidiary Tagged with: Acquisition Strategy, acquisition subsidiaries, adequate capitalization, asset purchase agreement, Business acquisitions, business assets, business planning, Corporate Law, court verdict, creditor protection, due diligence, financial commitments, Legal action, Legal aspects, Legal battles, Legal Disputes, legal implications, legal pitfalls, Legal precedent, liability risks, M&A legal, Mergers and Acquisitions, parent company liability, risk management, subsidiary structures, thin capitalization
Recent Posts
- When Relocation Is Part of a Dealership Sale: Automaker Consent and “Good Cause”
- The Risks of Earnouts with Buyers Who Compete
- Buyer’s Forum Selection Clause Strategy Backfires in Baseball Program Acquisition
- 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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- receipt of buyer equity or security
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- reliance
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- representation and warranty about customers
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- sale of product line
- sales order
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- 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
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- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
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- sufficiency of assets rep
- supply problems
- survival of covenants
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- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
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- third party
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- tolling
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- 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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