Discover the intricate dynamics of M&A transactions through a recent Delaware Court of Chancery decision that underscores the complexities of working capital adjustments. In a $345 million acquisition, a dispute over the inclusion of discretionary bonuses in post-closing working capital…
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M&A Seller Objects to Buyer’s Inclusion of Discretionary Bonuses in Post-Closing Working Capital True-Up
Posted in purchase price adjustment, working capital adjustment Tagged with: business acquisition disputes, consumer financial services acquisition, Delaware Court of Chancery, discretionary bonuses, expert determination, independent accountant resolution, Legal Aspects of M&A, M&A agreement disputes, M&A contract language, M&A court decisions, M&A Dispute Resolution, M&A Disputes, M&A legal considerations, M&A transaction legalities, M&A transaction terms, post-closing calculations, post-closing working capital true-up, purchase agreement clarity, purchase price adjustment, real-world M&A cases, working capital adjustments
Mitigating Buyer Risks in M&A: Managing Asset Seller Liabilities
Explore the intricate world of M&A in our latest blog, where we delve into buyer risk mitigation and seller liability management in asset acquisitions. Join us as we dissect real cases, like the recent dispute over undisclosed software fees in…
Posted in problems with seller nondisclosure Tagged with: Asset acquisition, asset purchase agreement, Breach of Representations, Budget Overruns, Business acquisition, business contracts, Buyer Risks, Case Study, contractual disputes, Disclosure Requirements, due diligence, Legal precedent, Litigation strategy, M&A legal, New York law, purchase price adjustment, seller liabilities, seller nondisclosure, Software License Fees, User Fees, Warranties
Resolving M&A Working Capital Disputes: Arbitration vs. Expert Determination
Explore a real case from 2021 involving the sale of a Phoenix-based commercial building remodels and maintenance business for $3.8 million. Delve into the controversy, legal actions, key findings, and implications of the case, providing insights into the dynamic world…
Posted in book value adjustment, dispute resolution procedure, purchase price, working capital adjustment Tagged with: A.R.S. § 12-341.01, Appellate court ruling, Arbitration vs. Expert Determination, Arizona Attorney’s Fee Statute for Contract Disputes, Arizona M&A Laws, asset purchase agreement, Business Sale Case Study, Case Reference: DMS Companies Inc. v. Hernandez, Commercial Building Remodels and Maintenance, Generally Accepted Accounting Principles (GAAP), Grant Thornton, Legal actions in M&A, M&A Dispute Resolution, M&A Working Capital Disputes, purchase price adjustment, Seller-Buyer Disputes
Buyer’s Legal Dispute Over Unpaid Receivables in M&A Deal
Explore a real-life M&A case involving unpaid receivables and the legal implications for both buyers and sellers. Understand the risks and strategies to manage bad receivables in your M&A transactions. M&A Stories March 20, 2019 Introduction: In the world of…
Posted in purchase agreement Tagged with: Accounts receivable management, accounts receivable representation and warranty, asset purchase agreement, Buyer-seller lawsuit, ChartCare Solutions Inc lawsuit, indemnification for seller's operation of business before closing, Indemnification in M&A, Legal implications in M&A, M&A legal dispute, making it more discoverable to readers interested in M&A legal topics., Managing M&A risks, Medical billing company acquisition, Pennsylvania federal district court, Pre-Closing Business Operations, purchase price adjustment, Receivables write-off, Risk management in M&A, Unpaid receivables
Buyer’s Purchase Price Adjustment Survives Seller Challenge in Court
Explore a recent M&A case in Indiana where a post-closing audit played a pivotal role in price adjustment. Learn how post-closing audits and purchase price adjustments can be essential in M&A deals with uncertain asset quantities. M&A Stories February 22,…
Posted in purchase agreement Tagged with: Asset cylinders, Asset representations, Indiana federal district court, Inventory accuracy, Inventory shortfall, legal battle, Legal challenge, M&A Case, M&A deals, Mitigating risks, Post-closing audit, Price adjustment, Purchase Price, purchase price adjustment, purchase price holdback, Uncertain assets
Resolving Working Capital Disputes in M&A Agreements
Explore the intricacies of resolving working capital disputes in M&A agreements, with a focus on the case of Agiliance, Inc. v. Resolver Soar, LLC. Learn about the importance of clear dispute resolution language and its impact on M&A transactions. M&A…
Posted in arbitration vs expert determination, dispute resolution provision, purchase price, working capital adjustment Tagged with: Agiliance Inc v Resolver Soar LLC, arbitration, asset purchase agreement, Court's Decision, Delaware Corporation, dispute resolution, Dispute resolution mechanisms, expert determination, Legal Blog, M&A agreements, M&A case study, Net working capital adjustments, Net working capital statement, purchase price adjustment, Working capital disputes
Dispute Resolution in M&A: Buyer’s Claim Dismissed in Software Breach Case
Explore a recent M&A case where a buyer’s claim in a software breach dispute was dismissed. Gain insights into the importance of language in release agreements and learn from the experiences of a Jacksonville-based insurance company acquiring a Fort Lauderdale-based…
Posted in book value adjustment, purchase price Tagged with: Appellate Division - Supreme Court of New York, buyer's claim dismissal, Cypress Group Holdings v. Onex Corp., Insurance Company Acquisition, Legal action, M&A Dispute Resolution, negotiation, New York court, private insurance company, purchase price adjustment, release agreement, Representation and Warranty, software application defects, software breach case, stock purchase agreement
M&A Buyer Unable to Challenge Net Working Capital Purchase Price Adjustment
Explore the intricate world of M&A purchase price adjustments through a compelling legal saga. Uncover the complexities and pitfalls of net working capital valuation in mergers and acquisitions. Delve into a recent case revealing the challenges faced by buyers in…
Posted in mutual mistake, net working capital adjustment, reformation of contract Tagged with: asset purchase agreement, bankruptcy, business law, Business Transactions, buyer, Case Study, Commercial Law, contract law, contract reformation, corporate finance, dealmaking, diligence, legal implications, Litigation, M&A legal, M&A professionals, Mergers and Acquisitions, mutual mistake, net working capital, purchase price adjustment, risk management, seller, transparency, Valuation
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