Explore the intricacies of M&A earnouts and legal disputes in this compelling blog post dissecting the Butler v. Ferguson Enterprises Inc. case. Gain valuable insights into contract negotiations, operational matters, and the pivotal role of judicial scrutiny in post-closing disputes.…
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Challenging a M&A Buyer’s Good Faith in an Earnout Dispute
Posted in problems with earnouts Tagged with: Business acquisitions, business continuity, business law, business strategies, Butler v. Ferguson Enterprises Inc., Buyer-Seller Agreements, CFO insights, Cincinnati, contract law, contract negotiations, Earnout disputes, earnouts, Entrepreneurship, judicial scrutiny, legal cases, Legal Challenges, Legal Disputes, legal implications, legal insights, legal recourse, Litigation, M&A, Mergers and Acquisitions, operational matters, operational performance, Post-closing disputes, profitability, stakeholder management
Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC
Delve into the intricate world of M&A earnouts with insights from the landmark Dolce v. WTS International, LLC case. Explore the complexities and risks involved in earnout disputes, including the crucial role of EBITDA calculations. Gain valuable lessons on navigating…
Posted in problems with earnouts Tagged with: Business owners, Business Transactions, Case Study, contract law, Corporate transactions, Delaware Court of Chancery, Dolce v. WTS International LLC, Earnout disputes, EBITDA calculation, Entrepreneurial insights, expert determination, financial scrutiny, industry analysis, legal complexities, Legal Disputes, Legal Precedents, legal proceedings, Litigation, M&A, Mergers and Acquisitions
Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC
Explore the intricate world of M&A transactions through our latest blog post, ‘Navigating M&A Earnout Disputes: A Lesson from Nomar Enterprises, LLC v. Rugged Solutions America, LLC.’ Uncover the strategic use of earnouts, the risks they pose for both buyers…
Posted in problems with earnouts Tagged with: asset purchase agreement, Breach of contract, Business acquisition, case reference, Court proceedings, dispute resolution, earnouts, EBITDA metrics, financial metric disputes, fraud claims, Houston federal district court, independent accountant, Industry Insights, Legal Blog, Legal Disputes, Legal lessons, M&A Risks, M&A Transactions, Nomar Enterprises LLC v. Rugged Solutions America LLC, rugged computer industry, strategic management
DENTIST’S DISPUTE: COURT REJECTS ARBITRATION REQUEST IN PRACTICE SALE
Both the Missouri trial and appellate court hold that the purchase agreement’s arbitration clause was unenforceable because it failed to comply with the state’s required formalities M&A Stories July 28, 2022 Introduction: Selling a dental practice can lead to legal…
BUYER SUES SELLER OVER INACCURATE FINANCIALS IN ROOFING AND SOLAR COMPANY ACQUISITION
The buyer claims that the seller overstated revenue and understated costs, and that the target’s post-closing first quarter produced a $ 1 million loss M&A Stories April 24, 2022 Introduction: In the world of mergers and acquisitions, it’s not uncommon…
Posted in Problems with financials Tagged with: Accounting Firm Review, Acquisition Investigation, Buyer vs. Seller, Downward Adjustment of Revenue, Inaccurate Financials, Lawsuit and Litigation, Legal Disputes, Mergers and Acquisitions, Roofing and Solar Company, Solar Integrated Roofing Corp. v. Ballew
DELAWARE SUPREME COURT REVERSES $82 MILLION FRAUD AWARD IN M&A CASE
“I meant what I said, and I said what I meant.” Delaware high court holds that stock purchase agreement indemnification fraud carveout was limited to deliberate fraud, not recklessness. M&A Stories August 02, 2021 Introduction: In a recent M&A (Mergers…
Posted in deliberate fraud carveout, exclusive remedy, fraud carveout Tagged with: Delaware High Court, Delaware Supreme Court, Due Diligence Concerns, Express Scripts v. Bracket Holdings, Fraud Carveout, Legal Disputes, M&A Fraud, Pharmaceutical Research and Development, Recklessness Not “Deliberate Fraud”, Reversal of Fraud Award, stock purchase 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
How Tax Due Diligence Benefits Buyers in Stock Acquisitions
Explore the significance of tax due diligence in stock acquisitions to avoid unexpected tax liabilities and legal disputes. Learn from a real case scenario where a buyer faced post-closing tax debts and legal battles due to inadequate tax assessment. “Trust,…
Posted in due diligence, tax Tagged with: business equity, business liabilities, business purchase, buyer, Case Study, Legal battles, Legal Disputes, legal expenses, M&A, pre-closing taxes, seller, stock acquisitions, tax assessment, tax debts, tax due diligence, tax fraud, tax issues, tax liabilities, tax obligations, tax responsibilities, unpaid taxes
Buyer’s Problem with Business Seller Failing to Pay Invoice of Valuable Vendor
Explore a recent legal case highlighting challenges in M&A transactions when business sellers fail to pay critical vendor invoices. Learn how clear agreements and meticulous contract drafting can prevent uncertainties and potential conflicts. Case reference: Continental Motors, Inc. v. Danbury…
Posted in Buyer payment of seller retained liabilities Tagged with: asset purchase agreement, Business acquisition, Continental Motors v. Danbury Aerospace, contract drafting, escrow fund, Legal Disputes, M&A legal case, reimbursement rights, seller liabilities, Texas Appellate Court, vendor invoice
Buyer’s Ability to Solicit Seller’s Employees Despite Letter of Intent
Explore the legal complexities surrounding a buyer’s ability to approach seller’s employees despite a Letter of Intent (LOI) in business acquisitions. Understand the case of American Mortgage & Equity Consultants, Inc. v. Everett Financial, Inc. and key factors affecting the…
Posted in letter of intent, modification as counteroffer, no solicitation of seller employees, nonbinding Tagged with: American Mortgage & Equity Consultants, binding provisions, Business acquisitions, Inc., Inc. v. Everett Financial, Legal Disputes, letter of intent, LOI legal implications, M&A legal blog, modified signed draft as counteroffer, nonbinding clauses, soliciting employees
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