YOUR WISCONSIN PURCHASE AGREEMENT DISPUTE ATTORNEYS
For most closely held businesses looking to buy or sell substantial corporate assets, the cornerstone of the transaction is the asset purchase agreement, or APA.
Asset purchase agreements are extremely complex. And no matter how carefully the contract is negotiated or how ironclad the contract terms might appear on the surface, disputes between the parties can still arise during (or after) the acquisition process. Such disputes often lead to contentious and costly litigation—and if those disputes are not resolved in your favor, the financial ramifications could be devastating.
If you’ve recently entered an asset purchase agreement but the other organization has failed to fulfill their contractual obligations, you need aggressive legal representation from an experienced contract lawyer who understands the ins and outs of APA disputes. Call Barton Cerjak S.C. today at 414-877-0690 for an initial case review.
Common Asset Purchase Agreement Disputes
Disputes over APA terms and clauses are very common. Closely held organizations are especially vulnerable, as they may have less experience with complex transactions and fewer resources to withstand protracted legal disputes.
Some of the most common sources of contention include:
- Disagreements about what’s included. A well-crafted APA will clearly list which assets (and liabilities) are being purchased, but in many cases will also include those which are specifically excluded. Vague or ambiguous language could result in the parties not being on the same page over which liabilities, if any, the buyer is agreeing to take.
- Disagreements over purchase price allocation and valuation. Calculating the fair market value of assets is a complex process, especially for more intangible assets like intellectual property or customer lists. Parties may disagree about the methods used to calculate market value or price adjustments to account for changes in asset value between signing and closing of the APA.
- Representation and warranty breaches. If one party (usually the buyer) discovers that the other failed to disclose important liabilities, misrepresented the value or condition of the assets, or otherwise provided knowingly inaccurate information that the sale relied on, they can typically seek damages or other relief according to the terms of the APA.
- Failure to meet preconditions. The APA may specify conditions that the seller must meet before the sale goes through, such as clearing debts or obtaining bank approvals. Failing to meet these preconditions could result in legal consequences such as the seller seeking damages, requesting negotiation modifications or extensions, or even terminating the agreement and walking away.
- Disputes over payment and delivery. The APA should include specific terms for how the buyer should pay for specific assets and how those assets should be transferred (legally and physically) to the buyer. Disputes can arise over whether each party has fulfilled their obligations according to the expected timeline.
- Disputes over post-closing obligations. A well-structured APA may place many other restrictions on the parties after the sale, such as non-compete clauses, record retention, staff retention, and earnout provisions. Failing to meet these requirements could result in a variety of legal actions and remedies.
This is only a partial list of potential APA disputes our team can handle.
An Aggressive, Client-Centered Approach to APA Dispute Resolution
Every APA dispute poses unique legal challenges based on the language of the contract itself, the remedies available, the application of relevant federal and state law, and the intended goals of the parties. Some buyers are willing to negotiate extensions or reasonable financial damages for a contract breach, so that the sale can eventually go through. Others may be looking for legal justification to terminate the deal entirely and walk away as quickly as possible.
Effective legal representation is crucial to achieving your desired outcome. Our contract dispute attorneys understand the complexities of asset purchase agreements, asset valuation, and relevant laws. And we use that knowledge, experience and dedication to craft innovative legal solutions that are custom tailored to our clients’ specific needs and goals. We provide personalized, painstaking representation for our clients and help them resolve their cases as favorably as possible.