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
Earnouts: The Importance of Clear Buyer Obligations
This blog explores the complexities of earnout structures in M&A deals, emphasizing the need for sellers to negotiate clear post-closing obligations. Using a real-life Delaware court case, the post highlights how vague earnout terms can lead to disputes and legal…
Posted in problems with earnouts Tagged with: acquisition contract disputes, Breach of contract in M&A, buyer obligations in acquisitions, commercial reasonable efforts in earnouts, Delaware court M&A rulings, earnout litigation, earnouts in acquisitions, implied covenant of good faith, M&A Disputes, M&A Legal Cases, post-closing obligations, purchase agreement obligations
Avoiding Pitfalls: Securing Buyer’s Payments in M&A Transactions
Explore the complexities of M&A transactions through a cautionary tale highlighted in a recent Ohio court case. Dive into the legal quagmire faced by a seller due to a buyer’s failure to honor post-closing payment commitments. Learn how meticulous planning…
Posted in securing buyer's note Tagged with: asset purchase agreement, attorney fees, business law, buyer's payments, Case Study, conversion claim, Courtroom Drama, financial obligations, Financing statement, legal pitfalls, legal protocols, legal quagmire, liquor permit, M&A Transactions, Ohio court case, post-closing obligations, proactive measures, promissory note, Punitive damages, Risk mitigation, security agreement, seller's predicament, seller's recourse, third-party purchaser, Uniform Commercial Code
Recent Posts
- Risk of M&A Seller Financing and Contractual Protections
- Court Holds M&A Agreement’s Limitation of Ohio’s Statute of Limitation Unenforceable
- How Overstated Revenue Leads to Fraud Claims and Unlimited Liability
- When Private Equity’s Global Strategy Undermines Earnouts
- When Relocation Is Part of a Dealership Sale: Automaker Consent and “Good Cause”
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- fee based upon buyer debt assumption
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- projections
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- prudence
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- 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
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- reliance
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- representation and warranty about customers
- representations and warranties
- rescission
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- 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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