Explore the Mississippi high court’s ruling on a strategic buyer’s refusal to sign an Asset Purchase Agreement (APA) after signing a Letter of Intent (LOI) in this M&A legal blog. Delve into the background, hurdles, outcome, and legal action of…
Blog Archives
Strategic Buyer’s Decision Not to Proceed with APA after LOI
Posted in implied covenant of good faith and fair dealing, letter of intent, nonbinding Tagged with: asset purchase agreement, Breach of contract, Buyer abandoned purchase, buyer's decision, covenant of good faith, Legal Case, letter of intent, M&A, M&A stories, Mississippi hospice, Mississippi Supreme Court, Strategic buyer
Buyer Loses $21.6 Million Claim for Business Seller’s Exclusivity Breach
Explore a legal case study where a buyer lost a substantial claim due to a seller’s breach of exclusivity in an M&A deal. Learn key takeaways and legal insights. M&A Stories March 19, 2019 Introduction: When selling a privately-owned business,…
Posted in purchase agreement Tagged with: Business Seller, business terms, buyer's claim, Case Study, exclusivity breach, expectancy damages, Legal dispute, legal insights, letter of intent, liquidated damages, LOI, lost profits, M&A legal blog, M&A stories, negotiation, PSC Metals Inc v Southern Recycling LLC, reliance damages, seller's violation
Understanding the Importance of Boilerplate Clauses in M&A Agreements
Explore the significance of boilerplate clauses in M&A agreements and how they can impact post-closing disputes. Learn from a real case example and discover the key takeaways for buyers and sellers in the world of mergers and acquisitions. M&A Stories…
Posted in purchase agreement Tagged with: Boilerplate clauses, Business purchase agreements, buyer guaranty of target liabilities, Buyer's responsibility, case reference, Company debts, Contractual agreements, indemnification, Legal Blog, M&A agreements, M&A stories, Post-closing company debt, Post-closing disputes, Reimbursement, Seller's liability, shareholder guaranty, stock purchase agreement
Navigating Hidden Liabilities in M&A Deals
Explore the complexities of hidden liabilities in mergers and acquisitions. Learn from a real case where unforeseen complications arose and discover key takeaways to protect your M&A transactions. M&A Stories February 26, 2019 Introduction: In the world of mergers and…
Buyer’s Dispute Over $1.5 Million Judgment: Who’s Responsible?
Explore a legal dispute in M&A involving a Nigerian business and a Louisiana shipbuilding company. Learn about the “mere continuation” exception in Louisiana law and its implications for successor liability. Dive into the complexities of this case and its impact…
Posted in asset purchase agreement, Buyer beware, continuity of enterprise exception, mere continuation exception, successor liability Tagged with: $1.5 million judgment, Buyer's dispute, case reference, Hadassa Investment Security Nigeria LTD Swiftships Shipbuilders LLC, John McCauley, legal principles, Louisiana law, Louisiana shipbuilding company, M&A legal blog, M&A stories, mere continuation exception, Nigerian business, successor liability
Legal Case: Buyer’s Lawsuit Over Stock Acquisition Reveals Chinese Compliance Issues
Explore a recent M&A legal case where a buyer sued the seller for misrepresenting compliance with Chinese law, resulting in significant financial implications. Learn about the importance of representations and warranties in purchase agreements. M&A Stories December 13, 2018 In…
Posted in compliance with all applicable laws, financial representation and warranty, representations and warranties Tagged with: Breach of contract, Buyer's lawsuit. Post-acquisition issues, Chinese compliance issues, Chinese law compliance, Danfoss Power Solutions (US) Company v. Maddux, financial implications, Legal Blog, M&A legal case, M&A stories, New York federal district court, Pre-Closing Liabilities, Purchase agreement, Representation and warranties, stock acquisition
Pitfalls of Signing Closing Documents Prematurely: Lessons from Payne v. Cunningham
Explore the legal ramifications of signing M&A closing documents prematurely, illustrated through Payne v. Cunningham. This blog delves into a notable 2016 case involving a car dealership sale, highlighting the crucial importance of timing in avoiding unforeseen legal consequences. Learn…
Posted in breach of contract, closing, damages, specific performance, stock purchase agreement Tagged with: Acquisition Documents, appellate court, Buyer-seller disputes, Car Dealership Sale, Closing Documents, escrow, Financial Due Diligence, Legal battles, Legal consequences, M&A, M&A Lessons, M&A pitfalls, M&A stories, merger and acquisition, Monetary Damages, Payne v. Cunningham, specific performance, stock purchase agreement, Timing in M&A, Transaction Breach, Trial Court
Delaware Court Rules Buyer Must Honor Post-Closing Payments Despite Seller’s Breach
Explore the implications of a recent M&A case in Delaware (Post Holdings, Inc. v. NPE Seller Rep LLC), emphasizing the importance of honoring post-closing payments despite alleged breaches by the seller. Gain insights into contractual obligations, indemnification claims, and the…
Posted in escrow, offset or setoff provision, stock purchase agreement Tagged with: Breach of contract, business law, Buyer-seller disputes, Contractual obligations, Court ruling, Delaware Court, escrow fund, Indemnification claims, Indemnification obligations, John McCauley, legal analysis, legal battle, M&A Case, M&A stories, misrepresentations, Post Holdings Inc. NPE Seller Rep LLC, post-closing payments, stock purchase agreement
Court Decision: Buyer Assumes Liability for Lead Paint Poisoning in M&A Deal
Explore a recent Wisconsin court decision on an M&A case where a buyer assumed liabilities for lead paint poisoning. Gain insights into the court’s interpretation of the asset purchase agreement and its impact on M&A transactions. M&A Stories November 14,…
Posted in asset buyer's assumption of seller's liabilities by contract, asset seller's liabilities, asset vs stock deal, assumed liabilities, excluded liabilities, successor liability Tagged with: ambiguous language, asset purchase agreement, Assumed liabilities, Burton v. American Cyanamid, buyer and seller intent, buyer responsibility, Court ruling, federal E.D. Wisconsin court, lead paint poisoning, Legal Blog, Legal Case, M&A liability, M&A stories, M&A Transactions, selective assumption
Enforcing Noncompetition Agreements in Business Asset Sales: A Legal Insight
Explore the legal intricacies of enforcing noncompetition agreements in M&A transactions. Delve into a recent case where a buyer’s right to enforce a non-compete clause was contested after the sale of business assets. Gain valuable insights into contract acquisition, potential…
Posted in Assignment, assignment of contracts, covenant not to compete Tagged with: asset purchase agreement, Atronix v. Morris - Supreme Court of New Hampshire, Business Asset Sales, business contracts, Business Sale, Buyer's Rights, buyer's scrutiny, California noncompetition agreements, consent requirements, contract acquisition, intellectual property licenses, Legal Blog, legal insight, M&A legal, M&A stories, Noncompetition agreements, state-specific nuances
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- Buyer’s Forum Selection Clause Strategy Backfires in Baseball Program Acquisition
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- Due Diligence Gives Buyers the Right to Walk Away from a Bad Deal
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Categories
- "as is where is"
- 351 M&A transactions
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- Assignment
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- assumed liabilities
- assumption of a contract
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- attorney client privilege
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- bad faith
- bankruptcy sale
- best efforts to secure financing
- bitcoin
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- boilerplate provisions
- bona fide offer
- book value adjustment
- books and records rep and warranty
- boot
- boot
- bootstrapping doctrine
- breach of contract
- breach of contract
- breach of contract exclusion
- breach of representations and warranties
- breach of seller's covenants
- business cards
- business judgment rule
- buyer assumption of seller liability
- Buyer beware
- buyer connected to seller insiders
- buyer has no regulatory problems
- Buyer payment of seller retained liabilities
- buyer representations and warranties
- buyer's assumption of seller liabilities in asset acquisition
- buyer's covenants
- buyer's stock as currency
- buying distribution business
- C Reorganization
- California
- capitalization of cash flow
- cash
- cash and cash equivalents
- CERCLA or superfund liability
- certificate of insurance
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- CGL Policy
- Change of Control
- choice of law provision
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- closing
- co-author
- commercially reasonable efforts
- common interest doctrine
- compliance with all applicable laws
- conditions to closing for buyer's benefit
- consent to assignment
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- constructive knowledge
- constructive knowledge
- 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
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- doing deal with company's officer or director
- due diligence
- duty to defend
- Duty to Defend
- Duty to negotiate in good faith
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- earn out
- earn out dispute procedure
- earn outs
- earnout
- earnout as ownership interest in buyer
- EBITDA
- EBITDA
- economic loss doctrine
- 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
- excluded or retained liabilites
- exclusive remedy
- exclusivity provision
- excuse for untimely indemnification claim
- 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
- implied covenant of good faith and fair dealing
- implied duty of good faith and fair dealing
- implied warranty of merchantability
- indemnification
- indemnification cap
- indemnification for pre-closing product loss
- independent trustee
- inequitable
- insider
- insurance broker duty
- insurance coverage
- insurance requirements
- integration clause
- Intellectual Property
- Internal Revenue Code Section 1377 election
- investment banker/business broker
- joint venture
- judgement for intentional misrepresentation
- key employees of target
- land use issues
- layoff notice law or Warn Act
- leases
- leases
- letter of intent
- liens
- liquidated damages provision
- loss payee
- lost profits
- M&A agreement
- MAE rep
- major shareholders exclusion
- material
- material contracts
- material rep and warranty breach
- Medi-Cal provider agreements
- membership interest purchase agreement
- mere continuation
- mere continuation exception
- merger
- merger agreement
- midco transaction
- minority business participation program
- misappropriation of likeness
- misleading personal financial statement
- missing attachment to acquisition document
- 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
- noncompetition covenant term
- 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
- personal guaranty of company debt by selling shareholder
- personal guaranty of lease
- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post closing covenants
- post signing asset valuation
- post-closing adjustments for pre-closing sales and services
- post-closing sales tax
- PPP loan
- PPP loan assumption
- pre-closing management agreement
- pre-closing operating arrangement
- pre-closing sales tax
- preservation of due diligence materials
- prior-material-breach doctrine
- private equity
- Problem with distributors
- Problem with Investment Banker/Broker/Finder Fee
- problem with mandatory arbitration clause
- Problem with products
- problem with prorations
- problem with purchase price adjustment
- problem with seller co-owners
- problem with seller contract
- Problem with seller lessor or landlord
- Problem with seller owner's competition
- problem with seller's owner
- problem with stock options
- Problem with Union Pensions
- Problem with Vendors and Suppliers
- Problems when business fails after closing
- Problems with Bankruptcy Auction Sales
- Problems with business records
- Problems with Competitors
- problems with condition of assets
- problems with creditors of distressed business
- problems with customers
- Problems with Deferred Purchase Price
- Problems with Deposits
- Problems with Description of Assets
- Problems with description of purchase price
- Problems with distressed business seller unexpired tenant leases
- problems with divestitures
- Problems with due diligence
- problems with earnouts
- problems with employees
- problems with escrows
- Problems with financials
- problems with financing transaction
- problems with forum selection clauses
- Problems with franchise deals
- problems with general liability insurance
- Problems with governments
- problems with insurance
- Problems with intellectual property
- problems with leases
- problems with noncompetition covenants
- problems with oral M&A promises
- problems with pensions
- problems with post-closing litigation in inconvenient form
- Problems with post-closing management of business
- problems with products liability claims
- Problems with Real Estate Leases
- problems with receivables
- 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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