Blog Archives

BUYER ACCUSES TIMESHARE SELLER OF HIDING CREDIT RISKS BEFORE DEAL COMPLETION

Learn about a recent M&A case where a buyer alleges the seller concealed credit risks before closing, leading to legal action and a court ruling denying the seller’s motion to dismiss. M&A Stories    April 13, 2021   Introduction: When buying a business,

Posted in exclusive remedy, fraud carveout, fraud in business sale, fraudulent inducement Tagged with: , , , , , , , , , , , ,

Buyer’s Liability in M&A Deals: Understanding Product Line Exceptions

Explore the concept of buyer’s liability in M&A deals and the impact of product line exceptions. Learn from the McAllister v. Mcdermott case and understand how to manage potential risks when acquiring manufacturing businesses. M&A Stories December 02, 2020 Introduction:

Posted in sale of product line, successor liability Tagged with: , , , , , , , ,

Buyer Bound by Bankruptcy Court’s Sale Order Despite Non-Signing of Purchase Agreement

Explore a case involving a Section 363 bankruptcy sale where a buyer’s liability was upheld by the court despite not signing the purchase agreement. Gain insights into the legal implications of court-approved sales orders in distressed business acquisitions. March 11,

Posted in bankruptcy sale, distressed business acquisitions, sales order, Section 363 sale Tagged with: , , , , , , , , , , ,

Forum Selection Clause in Buyer’s Note for Company Acquisition

Explore the importance of forum selection clauses in M&A deals. Learn from the case of Robson v. Duckpond LTD. where a forum selection clause determined the location for resolving disputes over a buyer’s promissory note in a company acquisition. October

Posted in forum selection clause Tagged with: , , , , , , , , , ,

Navigating Indemnification Caps in M&A Deals

Explore the intricacies of indemnification caps in M&A deals and learn from a recent case dispute over their interpretation. Gain insights into risk mitigation strategies for buyers and sellers in the world of mergers and acquisitions. M&A Stories May 20,

Posted in indemnification cap, percentage of purchase price Tagged with: , , , , , , , , , ,

M&A Confidentiality: Protecting Valuable Customer Data

Learn about the importance of safeguarding confidential information in M&A deals and the legal battles that can arise when confidentiality agreements are breached. M&A Stories May 9, 2019 Introduction: In the world of business acquisitions, safeguarding confidential information is paramount.

Posted in covenant not to compete, public information exclusion Tagged with: , , , , , , , , , , , , ,

Buyer Halts Payments, Alleges Inaccurate Financials in M&A Deal

Explore a case where a buyer halted payments in an M&A deal due to alleged financial inaccuracies, and learn about offset provisions in purchase agreements. M&A Stories March 29, 2019 Introduction: In the world of mergers and acquisitions, uncertainties loom

Posted in asset purchase agreement, financial representation and warranty, membership interest purchase agreement, offset or setoff provision, offset right, promissory note, representations and warranties Tagged with: , , , , , , , , , , , ,

Buyer’s Legal Action for Lost Profits in Urgent Care Center Acquisition

Explore a case study where a buyer sued the seller over lost profits in an urgent care center acquisition. Learn about the legal aspects and due diligence considerations. M&A Stories December 21, 2018 In this case, a buyer in the

Posted in Buyer beware, due diligence, economic loss doctrine, material contracts, representations and warranties Tagged with: , , , , , , , , , , , ,

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: , , , , , , , , , , , , ,

Navigating M&A Pitfalls: Signing Purchase Agreement Before Agreement on All Essential Terms

Explore a real-life M&A transaction involving a wholesale distributor of candy and tobacco products. Delve into the complexities of change of control provisions, supplier consent, and the legal aftermath. Learn from the Musallam v. Ali case as we highlight the

Posted in deferred closing, post signing asset valuation Tagged with: , , , , , , , , , , , , , , ,

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