In this insightful blog post, we delve into the complexities of real estate lease assignments within the context of mergers and acquisitions (M&A). Using a compelling case study involving a marijuana cultivation facility in Phoenix, we explore the intricacies of…
Blog Archives
NONCOMPETE PAYMENTS IN M&A DEALS: BUYER OBLIGATIONS EVEN AFTER SELLER’S DEATH
Learn about the recent ruling by the Alabama Supreme Court on noncompete payments in M&A deals after the death of the seller. Discover the importance of clear terms in noncompete agreements to avoid disputes. M&A Stories May 12, 2021 Introduction:…
Posted in covenant not to compete, death of seller's impact upon noncompetition payments Tagged with: Alabama Supreme Court, Boyd v. Mills, Buyer Obligations, death of seller, goodwill protection, legal battle, M&A, Mergers and Acquisitions, noncompete agreement, noncompete payments, personal service contracts, seller's death
Idaho Seeks $1.4 Million Tax from $120 Million Gain in Virginia Pass-Through Equity
Learn about the complex tax implications when selling a business across states. Explore a case involving Idaho’s pursuit of $1.4 million in taxes from a Virginia pass-through equity gain. M&A Stories February 9, 2021 Selling a Business Across States: Tax…
Posted in nonbusiness income, state and local tax Tagged with: business income, cross-state business sale, double taxation, Idaho tax dispute, legal battle, M&A legal blog, mediation and arbitration, Multistate Tax Compact, Noell Industries case, nonbusiness income, pass-through equity, selling a business, state taxes, tax implications, tax resolution, Virginia LLC
Buyer Refunded $3.5M Due to Unemployment Tax Issue in M&A Deal
Learn about a legal case where a buyer was refunded $3.5 million due to an unemployment tax issue that arose after an M&A deal. Understand the importance of considering unemployment compensation tax when acquiring a business with employee turnover. July…
Posted in seller's unemployment experience rating, successor liability Tagged with: Business acquisition, business assets, buyer refund, employee turnover, human resource service provider, legal battle, Legal Case, M&A deal, successor employer, Texas Workforce Commission, unemployment compensation tax, unemployment tax issue
A Costly Lesson: Simplifying M&A Price Adjustments
Explore a real-life M&A case involving a dispute over purchase price adjustments and the importance of streamlining this process. Learn how specifying the accounting firm in the APA could have saved time, stress, and money. September 20, 2019 M&A Stories…
Posted in dispute resolution procedure, purchase price, working capital adjustment Tagged with: accounting firm, APA, appellate court, Asset acquisition, Business acquisitions, contract manufacturing, industrial fabrication, installation services, legal battle, M&A price adjustments, Mergers and Acquisitions, Pennsylvania trial courts, purchase price adjustment mechanism, working capital adjustments
9th Circuit Rules on APA’s Delaware Forum Selection Clause in M&A Deal
Explore a recent case where a seller contested the enforceability of a Delaware forum selection clause in an asset purchase agreement (APA) and the subsequent ruling by the 9th Circuit Court of Appeals in the realm of mergers and acquisitions…
Posted in contravene strong state public policy, forum non conveniens doctrine, forum selection clause Tagged with: 9th Circuit Court of Appeals, asset purchase agreement, Delaware forum selection clause, enforceability, federal circuits, Gemini Technologies, Idaho law, Inc. v. Smith & Wesson Corp., legal battle, M&A, public policy
Franchise Buyer’s Fraud Claim Impacts Seller’s Collection Efforts
Explore a complex M&A case where a buyer’s fraud claim challenges a promissory note, leading to a legal battle and an important court decision. Gain insights into the interconnection of purchase agreements, note obligations, and fraud allegations. July 8, 2019…
Posted in asset purchase agreement, fraud in business sale, promissory note, rescission Tagged with: asset purchase agreement, Buyer's Rights, Court decisions, due diligence, Franchise buyer, Fraud allegations, legal battle, LLC, LLC v. JB2 Fitness, M&A Case, New York law, promissory note, Rescind transaction, Seller's collection efforts, Summary judgment, Viveros Fitness, Warranty claims
Franchisee’s Struggle: A Cautionary Tale for Business Owners
Explore a cautionary tale of a failed restaurant franchise sale due to contractual disputes with the franchisor. Learn the importance of resolving legal issues before selling your business in this M&A case study. July 7, 2019 M&A Stories Introduction: In…
Posted in approval of franchisor, asset purchase agreement, franchise sale, integration clause, no oral modifications of contract Tagged with: asset purchase agreement, business contracts, business litigation, business ownership, Business Sale, Business Transactions, Case Study, contractual disputes, Court decision, franchise agreements, franchise laws, franchisee, franchisor, integration provision, legal battle, legal issues, M&A, restaurant franchise, Tim Hortons
Bankruptcy Court Approves Sale of Business, Clears Pension Claim
Explore the recent M&A development where a pension plan’s attempt to block a company’s business sale in bankruptcy failed. Discover how section 363(f)(3) of the Bankruptcy Code played a pivotal role in allowing the sale to proceed without the burden…
Posted in asset purchase agreement, bankruptcy sale, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, Section 363 sale, successor liability Tagged with: 363(f) sale, alter ego, bankruptcy, Bankruptcy Code, Chapter 11, Collective Agreement, contingent liability, Court ruling, E.D. Michigan, Environmental Services, Industrial Services, K & D Industrial Services Holding Co., legal battle, M&A, multiemployer pension plan withdrawal liability, Pension Claim, Pension Fund Liability, successor liability, transferee liability
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