In a battle between two Pharma giants, a Delaware state court held that the seller retained liability for potentially billions of dollars for pre-closing sales of talc products. M&A Stories April 24, 2023 Introduction A buyer of a business can…
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Lawsuit Arises from Tank Explosion, Buyer of Storage Tank Inspection Business in Legal Battle
Pennsylvania federal court holds that the buyer group’s errors & omissions liability insurer had no duty defend either the buyer or the purchased seller’s company. M&A Stories April 13, 2023 Introduction When buying a business, a critical decision for buyers…
Posted in Problems with seller's pre-closing errors & omissions Tagged with: Asset purchase vs. stock acquisition, Buyer's insurance coverage, Insurance coverage considerations, Legal expenses in M&A deals, Liability in business acquisitions, M&A litigation, Retroactive insurance coverage, Storage tank inspection business, Successor liability doctrine, Tank explosion lawsuit
SELLERS OF MEDICAL DEVICE COMPANY FAIL TO RECEIVE EARNOUT CLAIM DUE TO BUYER’S COMMERCIAL EFFORTS
An Indiana federal court concludes that sellers’ allegations of twenty-one buyer post-closing actions and inactions did not diverge “from the level of efforts, expertise, and resources applied by” the buyer “in the ordinary and usual course of its business.” M&A…
Posted in problems with earnouts Tagged with: Buyer obligations in M&A deals, Buyer's commitment in acquisition, Commercial efforts in M&A, Discretion in commercialization, Earnout disputes, Earnout payments in M&A, Integration clause in purchase agreements, M&A litigation, Medical device acquisition, Post-closing actions in M&A
NO OBLIGATION TO PROMOTE SELLER’S TOOLS IN EARNOUT DISPUTE, HOUSTON COURT RULES
Houston federal court holds that under Texas law, the buyer had no implied obligation of good faith and fair dealing to seller’s owner to use best efforts to commercialize drilling tool line the buyer purchased from the seller. M&A Stories…
Posted in problems with earnouts Tagged with: Commercializing purchased assets, Drilling tool industry, Earnout disputes, Good faith and fair dealing, Implied obligations, M&A litigation, Negotiating earnout provisions, Purchase price considerations, Seller-buyer agreements, Texas law and commercial transactions
Dispute Over $4.4 Million Adjustment in M&A Deal Linked to EBITDA
Explore a recent M&A case involving a $4.4 million adjustment dispute tied to EBITDA calculations. Learn about the legal intricacies and implications for purchase price agreements. M&A Stories October 9, 2020 Introduction: In the context of acquisitions, the cost frequently…
Posted in determination of purchase price adjustment, EBITDA, purchase price adjustment Tagged with: asset purchase agreement, Business acquisition, certificate of calculation, EBITDA adjustment, EBITDA calculation, legal case analysis, legal implications, M&A dispute, M&A litigation, purchase price agreement, purchase price negotiation
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
Employee Raiding Lawsuit: Buyer vs. Seller Employee
Explore a real case where a buyer sued a seller’s key employee over employee departures after an acquisition. Learn about the legal implications and strategies to mitigate such risks in M&A deals. October 16, 2019 Introduction: In acquisitions, a company’s…
Posted in employment agreement, hiring seller's employees, key employees of target, nonsolicitation of employees and customers, stay bonus Tagged with: Acquisition risks, asset purchase agreement, Buyer vs. seller employee, Employee raiding lawsuit, Employment agreement, Fiduciary duties, Key employee departure, M&A legal case, M&A litigation, pied piper rule, Risk mitigation strategy
Ambiguous Payment Provision Sparks Legal Dispute
Explore the pitfalls of unclear purchase money note adjustment provisions in M&A agreements through the Bloom Master Inc. v. Bloom Master LLC. case. Learn how to avoid disputes with these M&A agreement recommendations. June 9, 2019 M&A Stories Introduction: In…
Posted in agreement to agree is unenforceable, note payment amount adjustment, promissory note, purchase price, purchase price adjustment Tagged with: agreement to agree, Ambiguity in agreements, Annual interest rate, Asset deal dispute, Bloom Master case analysis, Bloom Master Inc. v. Bloom Master LLC., Clarity in contracts, Contract adjustment, Contract clarity, Contract dispute resolution, Expected sales numbers, Legal disputes in M&A, Legal lessons, M&A agreement terms, M&A contract recommendations, M&A litigation, Note payment provisions, Purchase money note, Purchase money note adjustment, Sales expectations
Legal Claims in M&A: Buyer’s Oral Promises Land Them in Court
Explore a case study involving oral promises in an M&A deal and the legal implications. Learn how a buyer’s actions led to a court battle. M&A Stories January 10, 2019 In 2016, a company based in the greater Sacramento area,…
Posted in asset purchase agreement, boilerplate provisions, fraud in business sale, integration clause, no oral modifications of contract, private equity Tagged with: asset purchase agreement, buyer's oral promises, Case Study, duty of disclosure, fraudulent misrepresentations, integration clause, legal implications, M&A legal claims, M&A litigation, Negligent Misrepresentation
Buyer’s Pursuit of Misrepresentation Damages through D&O Policy
Explore a legal case in M&A where a buyer seeks damages for misrepresentation through their D&O insurance policy. Learn about the complexities and court rulings in this insightful M&A story. M&A Stories November 28, 2018 In this M&A story, we…
Posted in ambiguous exclusion, directors and officers insurance policy, insurance coverage, major shareholders exclusion, stock purchase agreement Tagged with: Ambiguous exclusion clause, Buyer's coverage, Buyer's pursuit, Company acquisition, D&O insurance policy, D&O policy, Delaware law, Delaware litigation, EMCI Acquisition v. RSUI Indemnity Company, Insurance claims, Insurance coverage disputes, Insurance exclusion clause, Legal Disputes, Legal settlement, M&A insurance, M&A litigation, Major shareholders exclusion, Misrepresentation damages, Risk adjustment services, Seller-directors misconduct, Stock purchase negotiation
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