Explore a recent case involving a stock acquisition where a federal court determines jurisdiction and resolves post-closing calculation disputes through arbitration. Learn how the court’s decision impacts M&A agreements. Case reference: FNB Corporation v. Mariner Royal Holdings, LLC. May 24,…
Blog Archives
Federal Court Decides Arbitration for Purchase Price Dispute in M&A Deal
Posted in arbitration vs expert determination, dispute resolution provision, forum selection clause, purchase price adjustment Tagged with: arbitration, Delaware Court of Chancery, dispute resolution, expert determination, federal court, FNB Corporation v. Mariner Royal Holdings, jurisdiction, LLC, M&A legal blog, post-closing calculations, purchase price dispute, stock acquisition
Creative Stock Acquisition: Unpacking the $10 Million Tax Costs and Interest
Explore a recent M&A case involving a creative stock acquisition strategy with unexpected tax consequences. Learn how an IRS ruling imposed $10 million in penalties and interest on investors. Get insights into the legal complexities of midco transactions and their…
Posted in asset vs stock deal, midco transaction, tax penalties and additions, transferee liability for taxes IRC Section 6901, Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act Tagged with: Alta V Limited Partnership, Asset acquisition, Business Sale, case analysis, creative tax planning, interest, investor liability, IRS Ruling, legal complexities, M&A legal blog, midco transaction, penalties, stock acquisition, tax consequences, Tax Court
Understanding Financial Statements Representation in M&A Agreements
Explore the importance of accurate financial statement representation in M&A agreements. Learn from a real case involving disputed financial statements and the court’s decision. Case reference: Hill v. LW Buyer, LLC. December 4, 2019 Introduction: In M&A agreements, sellers usually…
Posted in books and records rep and warranty, financial representation and warranty Tagged with: accuracy, books and records, Case Study, completeness, Court decision, Delaware Court of Chancery, due diligence, GAAP, Hill v. LW Buyer LLC, information services company, Legal dispute, M&A agreements, monthly financial statements, Representation and Warranty, stock acquisition
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: Breach of contract, Buyer's lawsuit. Post-acquisition issues, Chinese compliance issues, Chinese law compliance, Danfoss Power Solutions (US) Company v. Maddux, financial implications, Legal Blog, M&A legal case, M&A stories, New York federal district court, Pre-Closing Liabilities, Purchase agreement, Representation and warranties, stock acquisition
Navigating Noncompete Challenges in Stock Acquisitions: A Cautionary Tale
Explore the intricate dynamics of safeguarding key talent in M&A through this cautionary tale of a stock acquisition. Delve into the nuances revealed in a pivotal case from October 9, 2018, shedding light on the impact of stock acquisitions on…
Posted in asset vs stock deal, covenant not to compete, nonsolicitation of employees and customers Tagged with: Asset Acquisition Distinctions, Business Acquisition Dynamics, California Business Law, Case Study, Change of Ownership Clause, Employee Consent in Asset Deals, Employment agreements, Jury Ruling in M&A Case, Key Talent Protection, Legal Action in M&A, M&A Landscape Considerations, M&A legal blog, Noncompete Challenges, Nonsolicitation Clauses, stock acquisition
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- Due Diligence Gives Buyers the Right to Walk Away from a Bad Deal
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- boot
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- business cards
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- buyer's covenants
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- closing
- co-author
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- consent to assignment
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- constructive knowledge
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- continuity of enterprise exception
- continuity of ownership
- contracts
- contravene strong state public policy
- controlling shareholder fiduciary duty M&A
- copyrights
- corporate overhead
- covenant not to compete
- Covenants
- customer and supplier rep
- customer deposits
- customer list
- customer list
- damages
- de facto merger exception
- death of seller's impact upon noncompetition payments
- deferred closing
- Delaware
- deliberate fraud carveout
- denial of consent must be reasonable
- dental practice sale
- Description of business assets purchased
- determination of purchase price adjustment
- diminuation of value
- direct
- director and officer duty of care
- director liability
- directors and officers insurance policy
- discharge in bankruptcy
- disclosure schedule
- discounted cash flow or DCF
- dispute resolution procedure
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- due diligence
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- earn outs
- earnout
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- EBITDA
- EBITDA
- economic loss doctrine
- employment agreement
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- enforce against nonparty
- enforceability of non-owner noncompete
- entire fairness
- environment representations and warranties
- environmental
- environmental problems
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- escrow
- excluded liabilities
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- executory contracts
- extension by contract in Delaware
- extension of closing
- extra-contractual fraud
- F reorganization
- failure to make timely purchase price payment
- fair insider deal
- Family and Medical Leave Act
- FDIC approval
- federal employer liability
- federal employment discrimination liability
- federal multiemployer pension plan withdrawal liability
- federal securities fraud
- federal wage and hour violations
- 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
- forum non conveniens doctrine
- forum selection clause
- franchise sale
- fraud
- fraud carveout
- fraud carveout
- fraud in business sale
- fraud in the inducement exception
- fraudulent concealment
- fraudulent inducement
- fraudulent intent
- fraudulent omission
- full disclosure
- full disclosure rep
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- further assurance provision
- further assurance provision
- governmental approval
- governmental approval of transaction
- Guaranty
- guaranty of related acquisition agreements
- handshake redemption obligation
- hinder, delay or defraud
- hiring seller's employees
- implied assumption of seller contract/liability
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- indemnification
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- independent trustee
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- insurance coverage
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- integration clause
- Intellectual Property
- Internal Revenue Code Section 1377 election
- investment banker/business broker
- joint venture
- judgement for intentional misrepresentation
- key employees of target
- land use issues
- layoff notice law or Warn Act
- leases
- leases
- letter of intent
- liens
- liquidated damages provision
- loss payee
- lost profits
- M&A agreement
- MAE rep
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- material
- material contracts
- material rep and warranty breach
- Medi-Cal provider agreements
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- mere continuation
- mere continuation exception
- merger
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- midco transaction
- minority business participation program
- misappropriation of likeness
- misleading personal financial statement
- missing attachment to acquisition document
- modification as counteroffer
- multi-employer pension plan
- mutual mistake
- mutual mistake
- negligent misrepresentation
- net working capital adjustment
- New York
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- no solicitation of seller employees
- No Undisclosed Liabilities
- non-reliance clause
- nonbinding
- nonbusiness income
- nonbusiness income/sale of subsidiary
- noncompete area
- noncompetition covenant
- noncompetition covenant term
- nondischargeable debt in bankruptcy
- nondisclosure agreement
- nondisclosure provision
- nonqualified preferred stock
- nonsolicitation of employees and customers
- nonsolicitation of former customers
- note payment amount adjustment
- notice
- notice provision
- objection -reasonable detail
- officer duty of care
- offset or setoff provision
- offset right
- One class of stock
- oral contract
- oral copyright agreement
- overly complicated language in contract
- owner liability for company breach of financing deal
- Ownership of Target Law Firm File
- parol evidence rule
- patents
- payroll tax
- percentage of purchase price
- permits and certificates
- personal goodwill
- personal guaranty
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- personal guaranty of lease
- Personal Name
- photo or image
- piercing veil of acquisition subsidiary
- post asset purchase issues
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- Problems when business fails after closing
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- problems with forum selection clauses
- Problems with franchise deals
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- Problems with intellectual property
- problems with leases
- problems with noncompetition covenants
- problems with oral M&A promises
- problems with pensions
- problems with post-closing litigation in inconvenient form
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- problems with products liability claims
- Problems with Real Estate Leases
- problems with receivables
- problems with regulatory industry acquisitions
- Problems with sale of auto dealerships
- problems with seller nondisclosure
- problems with seller's employees
- problems with seller's lender
- 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
- problems with sharing tax benefits
- problems with subordination rights
- problems with successor liability
- problems with taxes
- Problems with typos
- 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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