Explore the complexities of M&A restrictive covenants in our latest blog post, “M&A Buyer’s Restrictive Covenants Tested Under Delaware Law.” This post delves into a recent case involving a strategic acquisition in the timberland management and forestry consulting industry. The…
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M&A Buyer’s Restrictive Covenants Tested Under Delaware Law
Posted in noncompete area, noncompetition covenant term, nonsolicitation of employees and customers, problems with noncompetition covenants, restrictive post-closing covenants Tagged with: appraisal services, asset purchase agreement, blue penciling, business goodwill, competitive business practices, Corporate Law, Court decisions, cross-border agreements, Delaware law, Employment law, enforceability, forestry consulting, legal analysis, M&A legal disputes, M&A Transactions, non-compete clauses, non-solicitation clauses, Preliminary injunction, Restrictive covenants, strategic acquisition, timberland management
BUYER OF VETERINARY SURGICAL BUSINESS ASSETS ACQUIRES RESTRICTIVE COVENANTS FROM EMPLOYEE’S EMPLOYMENT AGREEMENT
The seller’s employee unsuccessfully argued that his restrictive covenants could not be assigned to the buyer without his consent. M&A Stories October 5, 2022 Introduction In the world of mergers and acquisitions, when a buyer purchases a business, they often…
Streamlining Employee Non-compete Agreements in Mergers
Explore the complexities of employee non-compete agreements in M&A deals and learn how different transaction types can impact their enforceability. Gain insights from the USI Insurance Services National, Inc. v. Ogden, LLC case. M&A Stories March 21, 2019 Introduction: In…
Posted in purchase agreement Tagged with: asset purchase, contract assignment, covenant assignment, covenant violations, employee consent, employee non-compete agreements, employee relationships, key employees, legal implications, M&A, merger, Mergers and Acquisitions, non-competition clauses, non-solicitation clauses, post-employment agreements, Restrictive covenants, Seattle federal district court, stock purchase, USI Insurance Services National Inc v Ogden LLC
The Limits of Noncompetition: A Case Study in M&A
Explore the intricate world of mergers and acquisitions with our latest blog post, “The Limits of Noncompetition: A Case Study in M&A.” Delve into the complexities of noncompetition agreements through a captivating case study, highlighting the challenges faced by both…
Posted in covenant not to compete Tagged with: Appellate Division, Buyer-Seller Dynamics, California Noncompetition Laws, Case Study, Client List, Court ruling, CSI Group LLP v. Harper, Employment agreement, Employment Contracts, Goodwill, Industry Trends, Industry-Specific, Legal action, Legal Challenges, legal insights, Legal Landscape, legal nuances, Legal Reflection, M&A legal, M&A stories, Mergers and Acquisitions, New York Legal, Noncompetition agreements, Purchase agreement, Restrictive covenants, Supreme Court, Tax Clients
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- fair insider deal
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- 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
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- forum selection clause
- franchise sale
- fraud
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- fraud carveout
- fraud in business sale
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- further assurance provision
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- hiring seller's employees
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- noncompete area
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- nondisclosure agreement
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- note payment amount adjustment
- notice
- notice provision
- objection -reasonable detail
- officer duty of care
- offset or setoff provision
- offset right
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- Ownership of Target Law Firm File
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- problems with oral M&A promises
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- problems with seller nondisclosure
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- 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
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- problems with subordination rights
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- problems with taxes
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- 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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