Discover the intricate dynamics of M&A transactions through a recent Delaware Court of Chancery decision that underscores the complexities of working capital adjustments. In a $345 million acquisition, a dispute over the inclusion of discretionary bonuses in post-closing working capital…
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M&A Seller Objects to Buyer’s Inclusion of Discretionary Bonuses in Post-Closing Working Capital True-Up
Posted in purchase price adjustment, working capital adjustment Tagged with: business acquisition disputes, consumer financial services acquisition, Delaware Court of Chancery, discretionary bonuses, expert determination, independent accountant resolution, Legal Aspects of M&A, M&A agreement disputes, M&A contract language, M&A court decisions, M&A Dispute Resolution, M&A Disputes, M&A legal considerations, M&A transaction legalities, M&A transaction terms, post-closing calculations, post-closing working capital true-up, purchase agreement clarity, purchase price adjustment, real-world M&A cases, working capital adjustments
Resolving M&A Working Capital Disputes: Arbitration vs. Expert Determination
Explore a real case from 2021 involving the sale of a Phoenix-based commercial building remodels and maintenance business for $3.8 million. Delve into the controversy, legal actions, key findings, and implications of the case, providing insights into the dynamic world…
Posted in book value adjustment, dispute resolution procedure, purchase price, working capital adjustment Tagged with: A.R.S. § 12-341.01, Appellate court ruling, Arbitration vs. Expert Determination, Arizona Attorney’s Fee Statute for Contract Disputes, Arizona M&A Laws, asset purchase agreement, Business Sale Case Study, Case Reference: DMS Companies Inc. v. Hernandez, Commercial Building Remodels and Maintenance, Generally Accepted Accounting Principles (GAAP), Grant Thornton, Legal actions in M&A, M&A Dispute Resolution, M&A Working Capital Disputes, purchase price adjustment, Seller-Buyer Disputes
SELLER FAILS TO ENFORCE ACCOUNTING FIRM RESOLUTION IN EARNOUT DISPUTE
The Delaware federal district court held that the purchase agreement’s requirement to submit earnout dispute to an independent accounting firm did not foreclose resolution of the matter by the court because the agreement’s language was only for expert determination and…
Posted in arbitration vs expert determination, problems with earnouts Tagged with: arbitration clause, Bus Air LLC v. Woods Case, Business Deal Dispute, Clear Contract Language, Delaware Federal District Court, Earnout Calculation, expert determination, Independent Accounting Firm, M&A Dispute Resolution, Purchase Agreement Drafting
Delaware Chancery Court’s Jurisdiction Hinged on Nature of ADR in M&A Dispute
Explore a pivotal M&A case where Delaware Chancery Court’s jurisdiction hinged on ADR nature. Learn how dispute resolution processes impact court access in acquisitions. M&A Stories December 04, 2020 Introduction: In acquisitions, settling the purchase price often involves adjusting the…
Dispute Resolution in M&A: Buyer’s Claim Dismissed in Software Breach Case
Explore a recent M&A case where a buyer’s claim in a software breach dispute was dismissed. Gain insights into the importance of language in release agreements and learn from the experiences of a Jacksonville-based insurance company acquiring a Fort Lauderdale-based…
Posted in book value adjustment, purchase price Tagged with: Appellate Division - Supreme Court of New York, buyer's claim dismissal, Cypress Group Holdings v. Onex Corp., Insurance Company Acquisition, Legal action, M&A Dispute Resolution, negotiation, New York court, private insurance company, purchase price adjustment, release agreement, Representation and Warranty, software application defects, software breach case, stock purchase agreement
Dispute Resolution in M&A: Understanding Liability Releases
Explore crucial insights into liability releases in M&A transactions through the analysis of a legal dispute arising from the stock acquisition of a New Jersey-based environmental services and waste management company. Learn about insurance details, release clauses, and the implications…
Posted in shareholder release, stock purchase agreement Tagged with: buyer's protection, Contractual obligations in M&A, Delaware Court of Chancery, Insurance in M&A transactions, Legal insights in M&A, Liability releases, M&A Dispute Resolution, Post-closing disputes, Pre-Closing Liabilities, stock purchase agreement
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