M&As – Novation and Recertification
Throwing the baby out with the bath water is a pithy expression that suggests exercising caution when business partners in private companies are seeking to achieve a business divorce. The majority owner and the departing...more
On February 12, 2025, the US District Court for the District of Delaware issued a significant ruling in the case of HE, Inc. v. Avadim Holdings Inc. and Relion Holdings LLC. This decision arose from the Chapter 11 bankruptcy...more
What risks are associated with a lack of due diligence during a business acquisition, asset purchase, stock purchase, or merger? How can due diligence make or break the success of any mergers and acquisitions transaction? ...more
On September 9, 2024, Big Lots, Inc. filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court in Delaware. At the time, Big Lots had entered into an asset purchase agreement with an affiliate of...more
The latest dispute in the asset deal between Spacebridge Inc. and Baylin Technologies Inc. is a stark warning to anyone delivering a notice of indemnification claim against funds held in escrow....more
When a New York waste operator took over a waste hauling and recycling contract for Westchester County last year, the successful acquisition of a multimillion-dollar business opportunity turned into a pension liability...more
Appellate court ruling widens scope of NY fee-splitting law to include earnouts - The decision overturned a lower court ruling relating to the sale of part of a dental practice in 2015. The plaintiff agreed to sell...more
The due diligence of an asset purchase is quite often given less priority and attention than it should (read: must) warrant. An asset purchase transaction is often quite complex financially and legally. The buyer agrees to...more
The Supreme Court confirmed in Centrica Overseas Holdings Ltd v HMRC that the tests for trading and management expenses of a capital nature are the same. The decision also confirms that once a company has decided in principle...more
A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more
The classification of a transaction as either a business combination or an asset acquisition for financial reporting purposes has recently received greater attention. The differences between the two types of transactions can...more
Deal structure matters, particularly in bankruptcy. The Third Circuit recently ruled that a creditor’s right to future royalty payments in a non-executory contract could be discharged in the counterparty-debtor’s bankruptcy....more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
On June 5, 2024, a federal court in the Western District of North Carolina declined to issue a preliminary injunction blocking the sale of two hospitals in Charlotte, North Carolina, finding that the proposed sale is not...more
On June 5, 2024, the US District Court for the Western District of North Carolina denied the Federal Trade Commission’s (FTC) petition to enjoin Novant Health Inc.’s (Novant) acquisition of Community Health Systems Inc.’s...more
The Third Circuit ruled that the obligations are prepetition “contingent and unliquidated” claims that can be discharged in a bankruptcy. In the chapter 11 bankruptcy of Mallinckrodt plc and certain subsidiaries (In re...more
Recently, a matter involving the North Carolina Attorney General (AG) Josh Stein made headlines when it was announced that Affiliated Monitors Inc. would take over monitorship of HCA Healthcare. This relates to HCA’s...more
As bankruptcy practitioners, we generally see proposed settlements get approved without objection. However, when objections are lodged, court involvement is necessitated. In this case, United States Bankruptcy Judge...more
Serving as the stalking horse bidder in a Section 363 sale can provide a buyer with financial and legal protections, as well as better position the buyer to ultimately acquire the debtor’s assets. This article addresses the...more
Many of us have encountered variations of the following scenario: a parent owns and operates a business; one or more of their children are employed in the business; as the children mature and become more experienced and...more
A business deal didn’t go as planned and one side wants out. All parties now need to determine how to buyout the disgruntled partner. How exactly is a franchise buyout price determined? Well, it matters whether the buyout...more
The U.S. Department of Justice (DOJ) has announced a new M&A Safe Harbor Policy to encourage greater corporate compliance and more robust due diligence by promoting the voluntary disclosure of criminal misconduct uncovered in...more
In 4-Way Electric Services, LLC v. Huntcole, LLC, __ So.3d __, 2023 WL 4114332 (Miss. June 22, 2023), the Mississippi Supreme Court considered a dispute between the sellers and buyer of a business that refurbishes electric...more
Editor’s Note: The Hart Scott Rodino Act (HSR Act) is a federal law that requires companies planning to merge or acquire certain assets or voting securities to notify the Federal Trade Commission (FTC) and the Department of...more
A recently passed Missouri bill included some amendments added at the last minute that may have significant implications for restrictive covenants—such as nonsolicitation and noninterference provisions—that are commonly used...more