Entries tagged: ma

A Costly Mistake: The Dangers of Cybersecurity in M&A Transactions

By: Christine Malafi, Esq.

Posted: November 9th, 2018

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With major data and security breaches consistently making headlines, a thorough investigation of a target company’s security practices is critical to a buyer’s decision to purchase a company. Areas of examination include operational assets, financial data, legal matters, strategic planning, and employee information. Such assessments help potential buyers manage and alleviate risk, liability, and exposure […]

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Representations and Warranties in M&A Transactions

By: Vincent Costa, Esq.

Posted: November 9th, 2018

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In the world of M&A, each party to a purchase agreement makes certain representations and warranties that serve to allocate risk between the parties and provide a basis for post-closing indemnification obligations. Although often used interchangeably, there are functional differences between a representation and a warranty. A representation is an assertion of past or existing […]

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Taxes and M&A with Alan Sasserath of Sasserath & Zoraian, LLP and Gregg Schor of Protegrity Advisors, LLC

Posted: July 27th, 2018

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Long Island is home to trendsetting M&A transactions and a vibrant international business community. In this episode of CMM Live, Joe Campolo welcomed Alan Sasserath, CPA, Partner at Sasserath & Zoraian, LLP, to discuss hedge funds, forging positive relationships with clients, tax issues, and how to delve into international business. Next, Gregg Schor, CEO of […]

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New York Court Issues Minority Shareholder-Friendly Decision in Controlling Stockholder Merger

By: Justin Ryu, Esq.

Posted: July 17th, 2018

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In a decision that could make New York a more attractive venue for shareholders of Delaware-incorporated companies, a New York trial court recently permitted a class action suit challenging a corporation’s acquisition by its controlling stockholder to proceed. The decision signals to Delaware entities that New York courts may be less likely to defer to controlling […]

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“That’s Not My Problem!” Or Is It? Successor Liability in New York Asset Purchases

By: Don Rassiger, Esq.

Posted: October 27th, 2017

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Congratulations…you just bought a business. But, what else did you “buy”? Many M&A deals are structured as asset purchase transactions so that the buyer can acquire only those things that make money and leave the liabilities and obligations that cost money behind for the seller to resolve after the closing.  But, that’s not always what […]

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Cybersecurity Due Diligence in Mergers and Acquisitions

By: Christine Malafi, Esq.

Posted: September 26th, 2017

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There is no doubt that effective due diligence is essential in any merger or acquisition of businesses.  Conducting a complete and through investigation of a target company is critical to a potential buyer’s decision to purchase a company, at what price, and subject to what terms, conditions, representations, and warranties. Proper due diligence will cover […]

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

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

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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