A Pennsylvania federal court holds that a “hospital cannot be sold ‘as is’ while simultaneously representing compliance with the rules, regulations, or requirements that govern the hospital’s physical condition. M&A Stories September 14, 2022 Introduction Purchasing a business “as is”…
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AUTO BUYER CANNOT FORCE DEALER TO APPEAL GM’S REFUSAL FOR DEALERSHIP TRANSFER
The asset purchase agreement gave the seller the right to terminate the deal if the transaction had not closed by the outside closing date and GM had refused to consent to the transaction. M&A Stories August 30, 2022 Introduction When…
DOL Sues Target Directors Over ESOP Transaction
Read about the recent case where the Department of Labor (DOL) filed a lawsuit against ESOP company directors for alleged breach of fiduciary duties. Gain insights into the implications of appointing an independent ESOP trustee and ensuring fairness to ESOP…
Safeguarding Purchase Price in Business Sales to Avoid Buyer Bankruptcy Discharge
Learn how to protect the purchase price in business sales to prevent buyer bankruptcy discharge. Explore a real case example and key takeaways for secure transactions. April 20, 2020 Introduction: When a business seller agrees to receive a significant portion…
Posted in seller carried purchase price Tagged with: bankruptcy law, business sales, Business Transactions, buyer bankruptcy discharge, Case Study, collateral, exit strategy, financial records, legal implications, M&A legal, payment agreements, payment security, purchase price protection, securing payments, seller's interests
Clarifying Securities Fraud Claims in M&A: Lessons from O’Connor v. Cory
Explore the intricacies of federal securities fraud claims in M&A through the lens of O’Connor v. Cory. This blog delves into a notable case, emphasizing the importance of clarity in purchase agreements and offering key takeaways for sellers in similar…
Posted in anti-reliance clause, fraud in business sale, full disclosure rep, reliance Tagged with: Business experience in negotiations, Business valuation in M&A, Dallas federal district court, Disclaimer of reliance, Due diligence in M&A, Equity in purchase price, federal securities fraud, fraud carve out, Full disclosure representation, Legal proceedings in M&A, M&A legal, Material Facts Disclosure, O’Connor v. Cory, Purchase agreement, Purchase documents evaluation, representations and warranties, Securities Fraud Claims, Seller's Lawsuit
Legal Battle Unfolds as Seller Struggles to Secure Earnout in Oregon Dental Practice Sale
Dive into the legal intricacies of M&A with our latest blog post, ‘Legal Battle Unfolds as Seller Struggles to Secure Earnout in Oregon Dental Practice Sale.’ Explore the complexities of a real case, Colby v. Interdent Service Corporation, revealing the…
Posted in dental practice sale, earn outs Tagged with: asset purchase agreement, business decisions, buyer actions, Buyer bad faith, Colby v. Interdent Service Corporation, Court proceedings, Court ruling, Dental Practice Sale, dental services financing, Earnout Payments, Earnout provision, earnout recovery, Earnout Risks, financial performance, healthcare insurance plan, industry-specific legal battles, intentional acts, legal complexities, Legal dispute, M&A legal, Post-closing disputes, Purchase Price, seller agreement, seller challenges, Seller Lawsuit, seller struggles
Legal Battle Unfolds as Company Seeks Damages for Failed Investment
Explore the riveting legal battle in the M&A world as a California-based video platform company takes on a Chinese investor in a high-stakes $18 million breach of stock purchase agreement. Delve into the intricate details of the failed investment, the…
Posted in closing, force majeure, stock purchase agreement Tagged with: Asian market, Breach of contract, business litigation, California-based video platform, Chinese investor, Corporate Law, Court decision, Court ruling, exculpatory clause, force majeure event, investment capital, Investment dispute, legal battle, legal proceedings, livestream content, M&A legal, Ninespot Inc. v. Jupai Holdings Limited, stock purchase agreement, strategic partnerships, wealth management entity
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