Explore Pennsylvania’s broad approach to successor liability in asset sales, with a focus on the de facto merger doctrine. This case study on a Pennsylvania waste management acquisition sheds light on how the state’s courts interpret continuity of ownership, even…
Blog Archives
M&A Insights: The Challenge of Collecting $10 Million From a Guarantor
Explore the complexities of collecting a $10 million promissory note from a guarantor in the aftermath of legal troubles. Gain insights from the Eli Global, LLC v. Cieutat case, highlighting the risks and impact on M&A deals. M&A Stories December…
Posted in Problems with Deferred Purchase Price Tagged with: Alabama Supreme Court, Business Sale, Business Transfer, Eli Global LLC v. Cieutat, Financial Downturn, Founder, Guarantor, legal proceedings, Litigation, M&A, merger and acquisition, Private equity firm, promissory note, Purchase Price, risk management
M&A Post-Closing Business Failures: Navigating Legal Challenges
Explore a real-life case of post-M&A business difficulties and legal actions. Learn how the court determined the dischargeability of debt in the face of a struggling business. M&A Stories November 7, 2023 Introduction: In small M&A transactions, deferred purchase prices…
Posted in personal guaranty Tagged with: Bankruptcy court, Bankruptcy Relief, Business Asset Sales, Business Failures, Chapter 7 Bankruptcy, Deferred Purchase Prices, Dischargeability of Debt, Fraudulent inducement, Good Faith Obligations, In Re Crawford, Legal Challenges, M&A Post-Closing, Non-compliance Intent, Post-Closure Business Issues, promissory note
Why a Business Seller May Not Collect Payment from a Buyer’s Guarantor
The subordination agreement entitled the bank to be paid ahead of the seller unless the buyer met certain financial conditions designed for the bank’s security M&A Stories April 11, 2022 Introduction: Selling a business involves the risk of nonpayment for…
Posted in Problems with Deferred Purchase Price Tagged with: Business Seller, Buyer's Guarantor, Deferred Purchase Price, Financial Conditions, Indigo Old Corp. v. Guido, Lawsuit, M&A legal blog, promissory note, Purchase Price, Risk of Collecting Against Buyer Guarantor When There Is Bank Subordination Agreement, Subordination agreement
Clarifying Buyer’s Set-Off Provision in M&A Deals for Unresolved Indemnity Claims
Gain insights into the legal complexities of using set-off provisions in M&A transactions. Understand how disputes over indemnity claims can impact post-closing payments and buyer protections. M&A Stories October 14, 2020 Introduction: When a business buyer purchases another company, they…
Franchise Buyer’s Fraud Claim Impacts Seller’s Collection Efforts
Explore a complex M&A case where a buyer’s fraud claim challenges a promissory note, leading to a legal battle and an important court decision. Gain insights into the interconnection of purchase agreements, note obligations, and fraud allegations. July 8, 2019…
Posted in asset purchase agreement, fraud in business sale, promissory note, rescission Tagged with: asset purchase agreement, Buyer's Rights, Court decisions, due diligence, Franchise buyer, Fraud allegations, legal battle, LLC, LLC v. JB2 Fitness, M&A Case, New York law, promissory note, Rescind transaction, Seller's collection efforts, Summary judgment, Viveros Fitness, Warranty claims
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
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