Explore a legal case where a simple typo in an acquisition agreement led to a complex dispute. Learn about the conflict, the legal arguments, and the court’s decision in Heritage Handoff Holdings, LLC v. Fontanella. July 10, 2020 Introduction: Acquisition…
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Typo Leads to Legal Dispute: Stock Seller Sues Buyer for Tax Refund for Target’s Pre-Closing Operations
Posted in allocation of preclosing taxes refunds and credits, stock purchase agreement, typo or scriverner's error Tagged with: Acquisition Documents, Delaware Federal District Court, Heritage Handoff Holdings, legal case analysis, Legal dispute, legal practitioner insights, LLC v. Fontanella, M&A legal blog, mistake in contract, payment discrepancy, pre-closing operations, stock purchase agreement, Summary judgment, tax refund
Managing Sales Tax Risks When Buyer Operates Retail Liquor Business Before Closing in M&A Deals
Learn about the legal complexities and risks associated with sales tax in M&A transactions involving retail liquor businesses. Understand the importance of proper tax reporting during transitional arrangements. July 8, 2020 Introduction: When selling a business that involves a liquor…
Posted in pre-closing management agreement, seller owner responsibility for underreported sales tax Tagged with: Government approvals, Legal dispute, liquor license, M&A deals, management agreement, Ohio sales tax, Painter v. Testa, retail liquor business, sales tax risks, tax compliance, tax liabilities
Ensuring Payment of Foreign Taxes in M&A Escrow: Lessons from a Legal Case
Explore a legal case that highlights the importance of addressing foreign tax liabilities in M&A deals. Learn from an $80 million acquisition where inadequate management of escrow arrangements led to a dispute over unpaid Mexican income taxes. Wednesday, July 1,…
Posted in escrow, foreign income tax Tagged with: Acquisition, Buyer's Interests, Case Study, comprehensive escrow agreement, escrow arrangement, escrow funds, foreign taxes, Legal Case, Legal dispute, Lessons learned, M&A, Mexican income tax, Mexican subsidiaries, New York State Court, post-closing period, Publications Intl. v. Phoenix Intl. Publs., statute of limitations, tax liabilities
Buyer’s Liability for Unpaid Sales Tax in Restaurant Asset Acquisition
Explore the legal implications of buyer liability for unpaid sales tax in restaurant asset acquisitions. Understand the New York state law and court decisions in Shakeen LLC v. Courtelyou Wine LLC. Read our M&A legal blog for expert insights. June…
Posted in asset purchase, New York, sales tax Tagged with: asset purchase agreement, Buyer liability, Court decision, Legal dispute, M&A, New York state law, restaurant asset acquisition, sales and use tax law, Shakeen LLC v. Courtelyou Wine LLC, tax responsibilities, Uniform Commercial Code, unpaid sales tax
Court Denies Buyer’s Request for Injunction in M&A Dispute Due to Absence of Ongoing Arbitration
Read about a recent M&A dispute where a buyer’s request for an injunction was denied due to the absence of ongoing arbitration. Learn how the court’s decision highlights the importance of precise contractual language. Case reference: NUMSP, LLC v. Etienne.…
Posted in arbitration, TRO/preliminary injunction before filing for arbitration Tagged with: arbitration clause, Business acquisition, buyer's request, contractual language, court intervention, injunction denial, Legal Case, Legal dispute, M&A dispute, noncompetition clauses clauses, NUMSP LLC v. Etienne, ongoing arbitration, Preliminary injunction, TRO
Delaware Court Allows Buyer’s Claims Against Seller for Breach and Fraud in Business Acquisition
Explore a significant M&A legal case where a Delaware court permitted a buyer to pursue claims against a seller for breach and fraud in a business acquisition. Get insights into the buyer’s legal battle and the implications of acquisition agreement…
Posted in damages, exclusive remedy, fraud carveout, indemnification cap Tagged with: acquisition agreement terms, Buyer's Claims, Delaware Court, Firmenich Incorporated v. Natural Flavors, fraud in business acquisition, Inc., industry compliance, Legal dispute, M&A legal case, M&A litigation, organic certificates, organic product manufacturing, seller breach
Can a Buyer Hold a Seller’s Owner Accountable for M&A Behavior?
Exploring a legal case where a business owner’s personal behavior led to personal liability in an M&A transaction. Learn how a seller’s owner can be held accountable for their actions even when not directly named in the agreement. February 28,…
Posted in alter ego, breach of contract, breach of representations and warranties, representations and warranties Tagged with: asset purchase agreement, bad behavior, business owner's personal actions, Business Sale, Court decision, Legal dispute, LLC liability, M&A behavior, personal accountability, seller's owner liability
Understanding Financial Statements Representation in M&A Agreements
Explore the importance of accurate financial statement representation in M&A agreements. Learn from a real case involving disputed financial statements and the court’s decision. Case reference: Hill v. LW Buyer, LLC. December 4, 2019 Introduction: In M&A agreements, sellers usually…
Posted in books and records rep and warranty, financial representation and warranty Tagged with: accuracy, books and records, Case Study, completeness, Court decision, Delaware Court of Chancery, due diligence, GAAP, Hill v. LW Buyer LLC, information services company, Legal dispute, M&A agreements, monthly financial statements, Representation and Warranty, stock acquisition
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