Explore the tax intricacies of S corporation stock sales in this informative M&A legal blog. Understand the implications, including IRC section 1377 elections, through a real-life case study. Gain insights for your M&A transactions. M&A Stories March 27, 2019 Introduction:…
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S Corporation Stock Sale: Tax Implications You Shouldn’t Miss
Posted in allocation of preclosing taxes refunds and credits, boilerplate provisions, further assurance provision, Internal Revenue Code Section 1377 election, purchase agreement, stock purchase agreement Tagged with: IRC Section 1377 Election, Loss as of Closing Date, M&A legal blog, Purchase Agreement Clauses, Real-life Case Study, S Corporation Stock Sale, S Corporation Tax Basics, stock purchase agreement, Tax Advisor, Tax Consultation, tax implications
Navigating M&A Disputes: A Debt Case Study
Explore a complex M&A case study involving shareholders, personal guarantees, and debt owed to Wells Fargo. Learn from the legal battle and verdict in this insightful analysis of M&A disputes. M&A Stories January 23, 2019 In this case study, we…
Posted in equitable contribution, personal guaranty of company debt by selling shareholder, shareholder buyout of partner, stock purchase agreement Tagged with: court verdict, Debt in M&A, Equitable contribution, Financial litigation, Forbearance agreement, Iowa Court of Appeals, Legal battle analysis, Legal case reference, Loan default, M&A case study, Personal guarantees, Shareholder disputes, Shcharansky v Komm, stock purchase agreement, Wells Fargo debt
Seller’s Responsibility for Permits in M&A Deals
Explore a case study in M&A deals where the seller’s responsibility for permits became a legal issue. Learn about deal modifications, legal battles, and key takeaways. M&A Stories January 18, 2019 In a notable M&A case, a Palo Alto-based business…
Posted in Buyer beware, compliance with all applicable laws, due diligence, land use issues, representations and warranties, stock purchase agreement Tagged with: Case Study, deal modifications, indemnity clauses, legal battle, M&A, occupancy permit, permits, plating permit, stock purchase agreement
Limiting Environmental Remediation Costs in M&A Deals
Explore how to mitigate environmental remediation costs in M&A transactions through a real-life case study. Learn from a legal perspective about managing environmental uncertainties in stock purchase agreements. M&A Stories January 17, 2019 In 2014, a business owner in Palo…
Posted in Buyer beware, environment representations and warranties, environmental remediation, escrow, indemnification, promissory note, purchase price reduction, stock purchase agreement Tagged with: Case Study in M&A, Due diligence in M&A, Environmental Contamination, Legal Aspects of M&A, M&A Environmental Remediation, Mitigating Remediation Costs, stock purchase agreement
Key Lessons from a Palo Alto M&A Dispute
Explore a significant M&A dispute involving a Palo Alto company and the key lessons learned from this case. Understand the importance of addressing debt subordination in M&A deals to avoid costly disputes. M&A Stories December 13, 2018 In December 2018,…
Posted in implied covenant of good faith and fair dealing, promissory note, subordination Tagged with: Bank Financing, business law, buyer-seller dispute, Court ruling, Debt Subordination, implied covenant of good faith and fair dealing, Key Lessons, Legal case reference, legal insights, M&A dispute, Mergers and Acquisitions, Palo Alto M&A Dispute, Post-Closing Down Payment, purchase price adjustments, stock purchase agreement
Buyer’s Misrepresentation Claim Fails Due to Economic Loss Doctrine
Explore a recent case involving a buyer’s misrepresentation claim in an M&A deal. Learn how the economic loss doctrine played a crucial role in the outcome and its implications for similar cases. M&A Stories December 7, 2018 In a recent…
Posted in economic loss doctrine, fraud in business sale, negligent misrepresentation, tort misrepresentation in M&A Tagged with: Breach of fiduciary duty, business litigation, Buyer's rights in M&A, economic loss doctrine, Fraud Carveout, Fraudulent inducement, Legal dispute, M&A misrepresentation claim, stock purchase agreement, Tort claims in M&A, Wisconsin contract manufacturing
Delaware Court Ruling: Buyer Denied Share of Target’s Tax Deductions
Explore a Delaware Court of Chancery case involving a retail shelving labels company’s M&A deal and the complexities of transaction tax deductions. Learn about the legal process, disputes, and important takeaways in sharing tax benefits during M&A transactions. M&A Stories…
Posted in sharing transaction tax deduction benefits Tagged with: Ambiguity in agreements, Buyer's lawyer, Buyer-seller negotiations, Delaware Court of Chancery case, Dispute resolution in M&A, Legal process in M&A, M&A tax deductions, Retail shelving labels company, Seller's lawyer, Sharing tax benefits, stock purchase agreement, Tax benefit allocation, Tax indemnity, Tax-sharing arrangement, Transaction tax deductions, working capital adjustments
Non-Disclosure of Customer Contract Nonrenewal in M&A Deal
Explore a 2015 M&A case where the disclosure of customer contract nonrenewals becomes a pivotal issue. Gain insights into the importance of clear language in M&A agreements. M&A Stories December 5, 2018 In a 2015 M&A case, a buyer based…
Posted in Buyer beware, representation and warranty about customers, representations and warranties, stock purchase agreement Tagged with: Buyer's Rights, contract nonrenewal, customer contract termination, Disclosure obligations, Latisys Holdings, Legal Disputes, M&A agreements, M&A case study, M&A legal blog, nondisclosure of major customer nonrenewals, post-closing issues, Seller's obligations, stock purchase agreement, Zayo Group
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