A forum section clause in a share purchase agreement might have deterred Florida sellers of stock in a Tennessee company from suing a California based buyer that is a Delaware corporation in a Florida court. M&A Stories August 04, 2021…
Blog Archives
DELAWARE COURT REJECTS ENFORCEMENT OF MERGER AGREEMENT FORUM SELECTION CLAUSE DUE TO LACK OF CONSENT
Read about a recent case where the Delaware Court of Chancery refused to enforce a forum selection clause in a merger agreement due to a lack of consent. Learn how the sales manager’s lack of access to the full agreement…
ACCOUNTING ERROR IN M&A DEAL COULD COST BUYER $38 MILLION
Explore a real-life M&A case where an accounting error led to a potential $38 million overpayment by the buyer. Learn about the conflict, court ruling, and the lessons to be learned from this situation. M&A Stories March 04, 2021 Introduction:…
Buyer CEO’s False Promises Lead to Non-Dischargeable Judgment in Bankruptcy
Learn about the legal consequences of deceptive practices during a business acquisition, as a CEO’s false promises lead to a non-dischargeable judgment in bankruptcy. Explore a notable M&A case and discover the importance of honesty in negotiations. M&A Stories Taking…
Posted in judgement for intentional misrepresentation, nondischargeable debt in bankruptcy Tagged with: bankruptcy implications, business acquisition consequences, CEO false promises, Connecticut Unfair Trade Practices Act, honesty in negotiations, In Re Parrella case, legal ramifications, M&A legal case, M&A stories, non-dischargeable judgment, personal bankruptcy
Expert Opinion on Unreasonable Denial of Dealership Sale by GM
Gain insights into a case involving the denial of a Buick GMC dealership sale by GM. Learn about the legal actions, expert testimony, and the importance of expertise in such complex M&A situations. M&A Stories October 20, 2020 Introduction: When…
Posted in approval of franchisor, denial of consent must be reasonable, franchise sale Tagged with: automotive industry, Dealership sale, Dealership transfer, expert opinion, expert testimony, franchise business, GM denial, Legal action, Legal Challenges, M&A stories, Pennsylvania Board of Vehicles Act, reasonable approval process, specialized knowledge
Seller Retention of Receivables in Asset Sale Blows C Reorganization
M&A Tax Stories August 26, 2020 Introduction Taxes can be a major transaction cost when selling a business, especially federal income taxes. One exit plan structure for an owner of a company operating as a corporation is a C Reorganization.…
Posted in C Reorganization, substantially all assets, tax deferred reorganization Tagged with: asset sale, deferral of gain on tax, M&A stories, M&A tips
When Family Business Meets Legal Showdown: A Lesson in Fair Deals
Explore the intriguing case of a Texas car dealership empire and the legal battle that ensued over a controversial stock issuance. Learn valuable lessons in fair dealing and corporate governance. September 26, 2019 M&A Stories Introduction: In the world of…
Posted in doing deal with company's officer or director, fair insider deal Tagged with: Car Dealership. Book Value, Corporate governance, Estate of Poe Case, Fair Market Value, Family Business, Fiduciary Duty, Legal Showdown, M&A stories, Stock Dilution, Stock Issuance, Texas Corporate Law, Valuation Consultant
Buyer Beware: When Trust Turns Into Deceit in M&A
Explore a cautionary M&A tale of misplaced trust and its legal consequences. Learn why protective deal terms are crucial even when trust is strong. September 19, 2019 M&A Stories Introduction: In the world of M&A, sometimes good intentions can lead…
Posted in covenant not to compete, fraudulent inducement, noncompetition covenant term Tagged with: asset purchase agreement, business deals, Buyer's Perspective, case reference, due diligence, Fraudulent inducement, Legal consequences, M&A, M&A stories, noncompete agreement, Omaha Federal District Court, Seller's Perspective, Trust in M&A
Court Rules No De Facto Merger in Purchase of Bankrupt Company’s Assets
Explore the court decision regarding de facto merger in asset acquisitions. Learn how the absence of common ownership impacted this M&A case. Insights on product liability risks. September 17, 2019 M&A Stories Introduction: When acquiring a manufacturing business, evaluating product…
Enforcing M&A Agreements: Delaware Forum Selection Clause Prevails
Explore the challenges faced when parties attempt to circumvent forum selection clauses in M&A agreements. Learn about a recent legal dispute in Delaware involving a Georgia-based Delaware corporation and a Louisiana business, highlighting the significance of contractual terms in M&A…
Posted in forum selection clause Tagged with: Advanced Reimbursement Management, Business disputes, Choice of law, Contractual terms, Court's Decision, Delaware Corporation, Delaware Federal District Court, Delaware forum selection clause, Forum selection, Georgia-based corporation, Healthcare sector, legal case analysis, Legal dispute, LLC v. Plaisance, Louisiana business acquisition, M&A agreements, M&A stories, Nationwide accounts receivable. Revenue cycle management, Noncompetition provisions, Nonsolicitation provisions
Recent Posts
- When Relocation Is Part of a Dealership Sale: Automaker Consent and “Good Cause”
- The Risks of Earnouts with Buyers Who Compete
- Buyer’s Forum Selection Clause Strategy Backfires in Baseball Program Acquisition
- Buyer-Friendly Earnout Provision Shields Buyer from Seller’s Claim
- Due Diligence Gives Buyers the Right to Walk Away from a Bad Deal
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- boot
- boot
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- breach of seller's covenants
- business cards
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- buyer assumption of seller liability
- Buyer beware
- buyer connected to seller insiders
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- buyer representations and warranties
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- buyer's covenants
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- buying distribution business
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- cash
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- CERCLA or superfund liability
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- closing
- co-author
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- common interest doctrine
- compliance with all applicable laws
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- consent to assignment
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- constructive knowledge
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- continuity of enterprise exception
- continuity of ownership
- contracts
- contravene strong state public policy
- controlling shareholder fiduciary duty M&A
- copyrights
- corporate overhead
- covenant not to compete
- Covenants
- customer and supplier rep
- customer deposits
- customer list
- customer list
- damages
- de facto merger exception
- death of seller's impact upon noncompetition payments
- deferred closing
- Delaware
- deliberate fraud carveout
- denial of consent must be reasonable
- dental practice sale
- Description of business assets purchased
- determination of purchase price adjustment
- diminuation of value
- direct
- director and officer duty of care
- director liability
- directors and officers insurance policy
- discharge in bankruptcy
- disclosure schedule
- discounted cash flow or DCF
- dispute resolution procedure
- dispute resolution provision
- distressed business acquisitions
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- doing deal with company's officer or director
- due diligence
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- Duty to Defend
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- earn out
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- earn outs
- earnout
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- EBITDA
- EBITDA
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- employment agreement
- employment agreement
- enforce against nonparty
- enforceability of non-owner noncompete
- entire fairness
- environment representations and warranties
- environmental
- environmental problems
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- equitable contribution
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- escrow
- excluded liabilities
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- executory contracts
- extension by contract in Delaware
- extension of closing
- extra-contractual fraud
- F reorganization
- failure to make timely purchase price payment
- fair insider deal
- Family and Medical Leave Act
- FDIC approval
- federal employer liability
- federal employment discrimination liability
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- federal securities fraud
- federal wage and hour violations
- fee based upon buyer debt assumption
- financial representation and warranty
- financing acquisition issues
- financing contingency
- for cause termination
- force majeure
- foreign income tax
- form over substance
- forum non conveniens doctrine
- forum selection clause
- franchise sale
- fraud
- fraud carveout
- fraud carveout
- fraud in business sale
- fraud in the inducement exception
- fraudulent concealment
- fraudulent inducement
- fraudulent intent
- fraudulent omission
- full disclosure
- full disclosure rep
- full disclosure rep
- further assurance provision
- further assurance provision
- governmental approval
- governmental approval of transaction
- Guaranty
- guaranty of related acquisition agreements
- handshake redemption obligation
- hinder, delay or defraud
- hiring seller's employees
- implied assumption of seller contract/liability
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- implied duty of good faith and fair dealing
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- indemnification
- indemnification cap
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- independent trustee
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- insurance coverage
- insurance requirements
- integration clause
- Intellectual Property
- Internal Revenue Code Section 1377 election
- investment banker/business broker
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- judgement for intentional misrepresentation
- key employees of target
- land use issues
- layoff notice law or Warn Act
- leases
- leases
- letter of intent
- liens
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- loss payee
- lost profits
- M&A agreement
- MAE rep
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- material
- material contracts
- material rep and warranty breach
- Medi-Cal provider agreements
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- mere continuation
- mere continuation exception
- merger
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- minority business participation program
- misappropriation of likeness
- misleading personal financial statement
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- modification as counteroffer
- multi-employer pension plan
- mutual mistake
- mutual mistake
- negligent misrepresentation
- net working capital adjustment
- New York
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- no solicitation of seller employees
- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income
- nonbusiness income/sale of subsidiary
- noncompete area
- noncompetition covenant
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- nondischargeable debt in bankruptcy
- nondisclosure agreement
- nondisclosure provision
- nonqualified preferred stock
- nonsolicitation of employees and customers
- nonsolicitation of former customers
- note payment amount adjustment
- notice
- notice provision
- objection -reasonable detail
- officer duty of care
- offset or setoff provision
- offset right
- One class of stock
- oral contract
- oral copyright agreement
- overly complicated language in contract
- owner liability for company breach of financing deal
- Ownership of Target Law Firm File
- parol evidence rule
- patents
- payroll tax
- percentage of purchase price
- permits and certificates
- personal goodwill
- personal guaranty
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- personal guaranty of lease
- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
- post asset purchase issues
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- problems with forum selection clauses
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- problems with noncompetition covenants
- problems with oral M&A promises
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- Problems with Real Estate Leases
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- problems with regulatory industry acquisitions
- Problems with sale of auto dealerships
- problems with seller nondisclosure
- problems with seller's employees
- problems with seller's lender
- Problems with seller's pre-closing errors & omissions
- Problems with seller's projections
- problems with seller's real property
- problems with seller's unemployment insurance experience rating
- problems with sharing tax benefits
- problems with subordination rights
- problems with successor liability
- problems with taxes
- Problems with typos
- product line exception
- projections
- projections
- promissory estoppel
- promissory note
- prudence
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price adjustment
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
- receipt of buyer equity or security
- receivables
- recoupment doctrine
- reformation
- reformation of contract
- reliance
- remote use of trademark out of territory
- representation and warranty about customers
- representations and warranties
- rescission
- rescission
- restrictive post-closing covenants
- retaliation
- retention bonus
- revenue and profit projections
- reverse termination or breakup fee
- Revlon doctrine
- Right of publicity
- risk of post closing payments
- royalty
- S corporation
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- sales order
- sales tax
- sales tax imposed on equity sale of DRE
- sales tax risk
- SBA approval re PPP loan
- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
- seller owner responsibility for underreported sales tax
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- Selling shareholders problem with their board of directors
- severance benefits
- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
- sharing transaction tax deduction benefits
- sick time
- signing LOI with revisions by signer
- specific performance
- state and local tax
- state approval of nonprofit hospital
- state franchise/income tax
- statute of frauds
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- stock sale
- strategic acquisition
- strategic acquisition
- structure of transaction
- subordination
- substance over form
- substantially all assets
- success fee
- successor liability
- sufficiency of assets rep
- supply problems
- survival of covenants
- survival of reps and warranties
- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party
- third party beneficiary clause
- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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