Earnouts are risky, especially when your buyer has a pre-existing competitive business. M&A Stories December 6, 2024 In 2019, a seller of athletic event registration software agreed to sell its assets to a buyer in the same industry. The transaction…
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The Risks of Earnouts with Buyers Who Compete
Posted in problems with earnouts Tagged with: asset purchase agreement disputes, athletic event software industry, business acquisition legal risks, buyer conflict of interest, commercial reasonableness in M&A, competing businesses in acquisitions, Delaware court decisions, Earnout agreements, M&A legal disputes, post-closing obligations, protecting seller earnouts, revenue diversion, seller risks in M&A, small business M&A challenges
Buyer-Friendly Earnout Provision Shields Buyer from Seller’s Claim
This blog dives into a key M&A case from the Delaware Court of Chancery that underscores the importance of earnout clauses in asset acquisition deals. It centers on a $1.7 million acquisition in the data management sector, where the buyer…
Posted in problems with earnouts Tagged with: acquisition terms in M&A, asset acquisition case, buyer discretion in M&A, buyer-friendly earnout provision, buyer’s interests in acquisitions, Delaware Court of Chancery, earnout clause interpretation, earnout clause protection, M&A case study, M&A legal disputes, M&A legal strategies, Post-closing disputes, protective M&A terms, revenue-based earnouts, Seller Claims, Walmart contract data management
M&A Challenge: Selling a Mixed-Make Dealership Portfolio
Explore the legal intricacies of selling a mixed-make dealership portfolio, with a spotlight on a real-life M&A dispute involving Honda’s right of first refusal. Delve into the complexities of dealership agreements, Oklahoma law, and the challenges that arise when selling…
Posted in Problems with sale of auto dealerships Tagged with: automotive industry M&A, car dealership sales, Chrysler dealership sale, concurrent closings, dealership agreements, federal court stay, Honda dealership sale, Hyundai dealership sale, legal challenges in dealership M&A, M&A legal disputes, M&A transaction complexities, manufacturer approval in dealership sales, mixed-make dealership portfolio, Oklahoma Motor Vehicle Commission, Right of first refusal
M&A Buyer’s Restrictive Covenants Tested Under Delaware Law
Explore the complexities of M&A restrictive covenants in our latest blog post, “M&A Buyer’s Restrictive Covenants Tested Under Delaware Law.” This post delves into a recent case involving a strategic acquisition in the timberland management and forestry consulting industry. The…
Posted in noncompete area, noncompetition covenant term, nonsolicitation of employees and customers, problems with noncompetition covenants, restrictive post-closing covenants Tagged with: appraisal services, asset purchase agreement, blue penciling, business goodwill, competitive business practices, Corporate Law, Court decisions, cross-border agreements, Delaware law, Employment law, enforceability, forestry consulting, legal analysis, M&A legal disputes, M&A Transactions, non-compete clauses, non-solicitation clauses, Preliminary injunction, Restrictive covenants, strategic acquisition, timberland management
M&A Asset Buyer’s Hail Mary Argument in $200 Million Liability Dispute
Explore the intricacies of asset acquisitions in the latest M&A dispute involving Rite Aid’s pharmacy benefit management business. This blog delves into the legal debate over assumed liabilities, highlighting a $200 million dispute between the buyer and seller over Walgreens…
Posted in assumed liabilities Tagged with: and vs or, asset acquisitions, Assumed liabilities, Bankruptcy court, BDO, Buyer's liability, Corporate Law, Court ruling, current liabilities, CVS, delinquent liabilities, due diligence, Financial Due Diligence, legal interpretation, legal strategy, Liability assumption, liability definition, M&A case study, M&A legal disputes, M&A litigation, M&A transaction, PBM, pharmacy benefit management, Purchase agreement, Rite Aid, trade payables, Walgreens, working capital account
Court Examines New York’s Successor Liability Doctrines De Facto Merger vs. Mere Continuation
Dive into the complexities of New York’s successor liability doctrines in our latest M&A blog post. This in-depth analysis examines the recent case of Avamer 57 Fee LLC v. Hunter Boot USA LLC, where the court navigated the nuances of…
Posted in de facto merger exception, mere continuation, problems with successor liability Tagged with: Asset sales, Avamer 57 Fee LLC v. Hunter Boot USA LLC, Business acquisition, de facto merger, distressed company sale, equity transfer in M&A, Hunter Boot brands, Intellectual property acquisition, legal analysis of M&A, M&A case study, M&A legal disputes, M&A legal topics, M&A Transactions, Manhattan state trial court, Mere Continuation, New York M&A law, New York state law, successor liability, successor liability doctrines, unpaid rent dispute
M&A Seller Learns a Painful Lesson on Defending Indemnification and Setoff Claims
Discover the critical lessons from a real M&A legal dispute where a seller’s failure to adhere to post-closing dispute procedures led to significant financial consequences. This blog delves into the importance of indemnification provisions, the role of representations and warranties,…
Posted in indemnification, objection -reasonable detail, timely objection to indemnification claim Tagged with: Alabama Supreme Court ruling, Alabama-based business, asset purchase agreement, asset recovery, brake-plate facility, Breach of contract, Business acquisition, business legal lessons, buyer protections, Buyer-seller disputes, environmental issues in M&A, Financial difficulties, hidden business problems, Indemnification claims, legal fees in M&A, legal recourse in M&A, M&A agreements, M&A industry, M&A legal disputes, M&A transaction procedures, Post-closing disputes, representations and warranties, Seller obligations, setoff claims, South Korean customer, vendor invoices
M&A Asset Buyer Enforces Acquired Seller Employment Agreement’s Arbitration Provision
Discover the intricacies of enforcing arbitration provisions in employment agreements post-acquisition in this detailed M&A legal blog. Delve into a real-world case where a major chipmaker’s asset acquisition led to a legal battle over age discrimination and disability law violations.…
Posted in arbitration in employment agreements, problems with employees Tagged with: Age Discrimination, arbitration agreement enforceability, Arbitration provision, Asset acquisition, Case Study, Corporate Law, corporate reorganization, corporate restructuring., Delaware corporate law, disability laws, Employment agreements, employment contract enforcement, Employment law, employment law compliance, Legal Aspects of M&A, Legal precedent, M&A legal disputes, M&A strategies, Mergers and Acquisitions, successor liability
The Reach of a Forum Selection Clause: Can M&A Buyer’s Fraud Suit against Seller and Multiple Owners and Managers Be Tried in Delaware?
Dive into the complexities of M&A forum selection clauses with our latest blog post, which analyzes a case where a buyer’s fraud suit against a seller and multiple managers and owners was partially dismissed in Delaware. The court ruled in…
Posted in fraud in business sale, Problems with financials, problems with forum selection clauses Tagged with: acquisition disputes, Chumash Capital Investments case, commercial litigation, complex commercial litigation, corporate litigation, cross-jurisdictional legal issues, defense contractor acquisition, Delaware corporate law, Delaware Superior Court, Forum Selection Clauses, Fraud in M&A, fraudulent financial statements, Grand Mesa Partners lawsuit, legal complexities in M&A, legal strategy in M&A, Litigation strategy, M&A legal disputes, M&A legal topics, M&A Transactions, multi-defendant litigation, multi-jurisdictional litigation
DISPUTE OVER INDEMNIFICATION FOR LICENSE FEES IN INDIA’S TELECOMMUNICATION SPECTRUM
The parent company in a spin-off transaction was obligated to indemnify its former subsidiary for per-closing taxes. The parent company argued that $94 million in license fees were not taxes. M&A Stories July 12, 2023 Introduction: In business acquisitions, the…
Posted in problems with taxes Tagged with: Appellate court decisions, Asset purchase agreements, Indemnification disputes in M&A transactions, Indian telecommunications regulations, Legal implications of pre-closing assessments, Liability allocation in business acquisitions, License fees in acquisitions, M&A legal disputes, Spin-off transactions, Tax indemnification provisions
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