Navigating the complex landscape of acquiring a business in a regulated industry can be a minefield without thorough due diligence. In our latest post, we delve into the critical importance of meticulous pre-acquisition audits to ensure compliance with stringent regulations and avoid costly legal entanglements. Using a real-world case involving an Oklahoma City investment firm and a major broker-dealer, we illustrate how lapses in due diligence led to significant compliance violations and subsequent litigation. This compelling story underscores the necessity of effective due diligence for successful mergers and acquisitions in regulated sectors.
M&A Stories
May 14, 2024
Acquiring a business in a regulated industry presents unique challenges, particularly regarding compliance with rules and regulations. Thorough due diligence is essential to mitigate these risks.
Consider a case involving an Oklahoma City investment firm that purchased assets from a Columbus, Ohio firm for $2 million in cash and a $140,000 promissory note. The seller’s owner was retained to manage the Columbus office. Post-acquisition, the buyer formed a new partnership with a major broker-dealer to execute trades.
Both the buyer and the broker-dealer were subject to stringent federal securities laws. Within a year, concerns arose about the Columbus office’s compliance with these laws, prompting a broker-dealer audit. The audit revealed significant violations, leading the broker-dealer to demand the termination of the seller’s owner as a condition for continuing the business relationship.
The buyer’s CEO complied, firing the seller’s owner. This action sparked litigation involving the seller’s owner, the buyer, the buyer’s CEO, and the broker-dealer, now pending in a federal district court in Columbus.
This costly legal battle might have been avoided if the buyer had conducted a pre-purchase audit of the Columbus office’s compliance with federal securities laws. Effective due diligence, rather than reliance on acquisition document provisions, is crucial for managing legal compliance in regulated industries.
Case Reference: Eischen v. Adaptation Financial Advisers Inc. Case No. 2:21-cv-5837., United States District Court, S.D. Ohio, Eastern Division, (March 21, 2024).
Thank you for reading this blog. If you have any questions, insights, or if you’d like to engage in a more detailed discussion on this matter, I invite you to reach out directly.
Feel free to send me an email. I value thoughtful discussions and am always open to connecting with business owners management, as well as professionals who share an interest in the complexities of M&A law.
By John McCauley: I write about recent legal problems of buyers and sellers of small businesses.
Email: jmccauley@mk-law.com
Profile: http://www.martindale.com/John-B-McCauley/176725-lawyer.htm
Telephone: 714 273-6291
Podcasts https://www.buzzsprout.com/2142689/12339043
Check out my books: Buying Assets of a Small Business: Problems Taken From Recent Legal Battles and Selling Assets of a Small Business: Problems Taken From Recent Legal Battles
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