Explore a case study where a stock seller filed a lawsuit against buyers due to a breach of stock purchase agreement. Learn about the significance of Section 1377 election and clear communication in M&A transactions. July 27, 2020 Introduction: When…
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Selling Company’s $309 Million Stock Profit Might Avoid California Franchise Tax as Nonbusiness Income
Explore the tax implications of a $309 million stock sale and California Franchise Tax. Gain insights into the Fidelity National Info. Services, Inc. v. Franchise Tax Board case and how it impacts cross-state stock sales. July 8, 2020 Introduction: When…
Posted in nonbusiness income/sale of subsidiary, state franchise/income tax, unitary business Tagged with: business income, California Franchise Tax, cross-state stock sale, Fidelity National Info. Services, Inc. v. Franchise Tax Board, legal insights, M&A legal blog, nonbusiness income, state tax agencies, Stock sale, tax implications, tax risk
Avoiding Liability When Selling Your Fitness Club: Lessons from Mechanicsburg Fitness Case
Learn from the legal battle of a Pennsylvania-based Gold’s Gym and how poorly drafted contracts led to post-sale litigation. Discover key takeaways for selling your business without facing similar issues. M&A Stories June 5, 2019 Introduction: Selling your company can…
Posted in asset purchase agreement, assignment of contracts, contracts, due diligence Tagged with: asset sale, assignment of contracts; due diligence of contracts, Business Sale, contract drafting, contractual provisions, fitness club, Gold's Gym, Legal Blog, Liability, M&A, Mechanicsburg Fitness, negotiations, personal trainers, post-closing liabilities, Stock sale
Clarifying Investment Banking Engagement Agreements in M&A Transactions
Explore a legal dispute between a Toronto-based investment banking firm and its M&A client. Gain valuable insights into industry lessons as we delve into a successful stock sale, the disagreement over a success fee, and the intricacies of debt assumption.…
Posted in fee based upon buyer debt assumption, investment banker/business broker, success fee Tagged with: Breach of Contract Lawsuit, Change of Control Clause, Credit Agreement Amendment, Debt Assumption, Fuller Landau Advisory Services Inc., Gerber Finance Inc., guaranty agreement, Industry Insights, Investment Banking, Legal dispute, M&A Transactions, Manhattan federal district court, New York law, Stock sale, Success Fee
Delaware Court Allows Shareholder Lawsuit Against Company for Unlawful Interference in Stock Sale to Chinese Private Equity Firm
Explore a recent legal development as a Delaware court permits a shareholder lawsuit against a Palo Alto-based private company involved in big data analytics. Delve into the details of the failed sale of common and preferred stock to a Chinese…
Posted in tortious interference with prospective economic advantage Tagged with: big data analytics, breach of duty, Chinese private equity firm, Confidential information, Contractual agreements, Court ruling, Delaware Court, KT4 Partners LLC, Legal action, M&A legal blog, Palantir Technologies, shareholder lawsuit, Stock sale, tortious interference
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