Entries tagged: ma

Abracadabra! Delaware Court Does Away with “Magic Words” for Valid Anti-Reliance Provisions

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Posted: February 19th, 2016

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Integration clauses typically state that an agreement is the entire and only agreement between parties, superseding any prior written or oral agreements.  Similarly, “anti-reliance” language provides that the only representations on which the parties relied in deciding to enter the contract are those within the contract itself.  Integration and anti-reliance clauses are commonly found in […]

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Successor Liability in Asset Purchases under New York Law

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Posted: January 22nd, 2016

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When buying or selling a business, potential successor liability of the buyer is a primary concern.  Successor Liability means liability that the Buyer of a business’s assets may have for the acts or liabilities of the Seller of those assets. General Rule in New York:  The Buyer of a business’s assets does not assume and […]

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Earnout Payments and the Implied Covenant of Good Faith

Posted: September 25th, 2015

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Summary An earnout is a contractual provision in an agreement for the purchase and sale of a business in which the Seller’s receipt of payment is contingent upon or varies with achievement of certain business goals, such as revenue or profitability targets (a sample is available under “the Earnout Provision,” below). Under Delaware Law, the […]

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Court Holds Successor Corporation Liable For Judgment Against Defunct Entity

By: Jeff Basso, Esq.

Posted: September 25th, 2015

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In litigation, it is one thing to obtain a judgment against an individual or entity, but it is another thing to actually collect on that judgment. One scenario that often plays out occurs when a plaintiff has obtained a judgment against a business entity only to find out that the company is out of business […]

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Deal Protection: An M&A Negotiation Lesson

By: Joe Campolo, Esq.

Posted: November 12th, 2014

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Protegrity Advisors recently published a Long Island M&A Report, highlighting the strong M&A activity on Long Island, even as the country navigates what might be best described as a modest economic recovery. The full report can be read here. As the report dives into the statistics and metrics, it’s important to remember the very foundation […]

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No Rescission of Contract in Dental Practice Sale Gone Bad

By: Jeff Basso, Esq.

Posted: November 9th, 2014

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While the sale of a business is a common occurrence, courts are often looked upon to interpret the terms of the relevant sale documents associated with the transaction when either the buyer or seller is alleged to have breached certain obligations post-closing. This was the case in a recent decision in the Suffolk County Commercial […]

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Market Terms in M&A Transactions

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Posted: October 9th, 2014

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The following checklist is based on a report from the American Bar Association Mergers and Acquisitions Committee, Market Trends Subcommittee, which published a study of 136 private target M&A transactions ranging in size from $17.5 M to $4.7 B, each completed in 2012. 1. Deals with an Earnout: % of deals with an earnout: 25% […]

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