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…
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M&A Insights: The Challenge of Collecting $10 Million From a Guarantor
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
BUYER OF DENTAL PRACTICE ASSETS FACES LAWSUIT OVER ALLEGED MEDICAID FRAUD BY SELLER
A whistleblower claims that the buyer of the assets of a dental practice is responsible for allegedly false Medicaid claims filed by the seller. M&A Stories July 6, 2023 Introduction: In this M&A story, we discuss a case where the…
BUYER MUST RETURN UNUSED PORTION OF $250K WARRANTY DEPOSIT TO SELLER
The asset purchase agreement did not say that the unused portion of the deposit was to be returned to the seller. The court said the unused portion of the deposit was refundable and a refund two years after the closing…
DEALING WITH SELLER LEASE GUARANTEES IN M&A TRANSACTIONS
Learn about the risks and solutions associated with personal guaranties for office or facility leases during M&A transactions. Find out how sellers can protect themselves from post-closing problems. M&A Stories April 14, 2021 Introduction: When selling a company, it is…
Posted in shareholder personal guaranty of target lease, stock purchase agreement Tagged with: Breach of contract, escrow arrangement, facility lease, indemnification, letter of credit, M&A Transactions, New York State Court, office lease, Personal Guaranty, real-life case, risk management, seller lease guarantees
Buyer’s Post-Closing Default Shatters Seller’s High-Risk Exit Plan
Explore a real M&A case where a seller’s risk-laden exit plan crumbled as the buyer defaulted on payments. Gain insights into the legal dispute and learn valuable lessons on safeguarding transactions. M&A Stories December 07, 2020 Introduction: Selling a business…
Posted in Guaranty, securing buyer's note, securing deferred purchase price, security agreement, seller carried purchase price Tagged with: asset purchase agreement, buyer's owner liability, collateral, Legal dispute, LLC, M&A, post-closing default, Purchase Price, risk management, seller's exit plan
How an Asset Purchase Agreement Shields Buyers from Employee Claims
Explore the intricacies of asset and stock purchases in M&A transactions to effectively manage risks and protect personal assets. Learn from a real case study and understand the importance of asset purchase agreements. M&A Stories March 26, 2019 When you’re…
Posted in purchase agreement Tagged with: asset purchase agreement, Case Study, Corporate Structure, Employee Claims, Lawsuit, Legal Blog, Liability, M&A Transactions, risk management, stock purchase
Employment Agreement Breach: Impact on Non-Compete Enforcement
Explore the consequences of employment agreement breaches in M&A transactions. This blog delves into a case where a company’s failure to uphold an employment contract affected its ability to enforce a non-compete clause. Learn valuable lessons for post-closing integration and…
Posted in covenant not to compete, employment agreement, stock purchase agreement Tagged with: Business acquisitions, Court rulings, Employment agreement breaches, Employment contract disputes, Legal consequences, M&A Transactions, Non-compete enforcement, Post-closing integration, risk management, Strategic negotiations
Legal Lessons from M&A: Navigating Risks in Minority Business Participation Programs
Explore a recent M&A case where a Spanish conglomerate faced post-closure challenges due to federal law violations in a New York-based construction company. Gain insights into the importance of due diligence in navigating risks associated with minority business participation programs…
Posted in due diligence, minority business participation program, no pending government investigations or inquiries, representations and warranties, stock purchase agreement Tagged with: Business Compliance, Construction Industry, Court decisions, due diligence, Federal Law Violations, Government Investigations, Legal action, Legal lessons, M&A, Metropolitan Transit Authority, Minority Business Participation Programs, New York City Department of Environmental Protection, risk management, Schiavone v. Dragados SA, stock purchase agreement, Third Circuit
The Limits of Trust: Understanding Fraud Claims in M&A Revenue Projections
Dive into the intricacies of M&A negotiations with our latest blog post, ‘The Limits of Trust: Understanding Fraud Claims in M&A Revenue Projections.’ Explore real-world cases shedding light on the fine line between optimism and accountability in the dynamic world…
Posted in fraud in business sale, revenue and profit projections Tagged with: Acquisition Strategy, business ethics, business law, business negotiations, contract law, Corporate governance, due diligence, financial projections, Investor Protection, Legal Disputes, legal insights, Legal Precedents, M&A Fraud, Mergers and Acquisitions, risk management
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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