Legal Blog

M & A Nuggets: The Honeymoon Is Over

shutterstock_150301367So you have purchased your target business. You may have interaction with the seller after the closing, whether as a result of the seller continuing as an employee, or more problematic, because a dispute arises post-closing. If a dispute does arise, it is important that you provide proper notice of the dispute to the seller. Every purchase agreement should have a paragraph entitled “Notices”. This paragraph, often viewed as boilerplate to which not much attention is paid, should recite in detail the procedure to follow when notifying a seller of a claim. For example, the paragraph should recite how notice will be given (via overnight delivery, hand delivery, certified mail, regular mail, fax transmission and/or e-mail transmission), how many days after notice is sent that a seller is deemed to have received the notice, and to which address notices should be sent. By having a clear notice paragraph in the purchase agreement and following the procedures set forth in that paragraph, you will assure that your claim against the seller gets off on the right foot.


manuggets subscribe2


Glenn D. Solomon Esq., is a principal at the law firm of Offit Kurman and has provided counsel to businesses and business owners for more than twenty-five years, with extensive experience in the purchase and sale of businesses, structuring ownership agreements, and advising companies in financial distress






Offit Kurman is one of the fastest-growing, full-service law firms in the Mid-Atlantic region. With 120 attorneys offering a comprehensive range of services in virtually every legal category, the firm is well positioned to meet the needs of dynamic businesses and the people who own and operate them. Our eight offices serve individual and corporate clients in the Maryland, Delaware, New Jersey, and Northern Virginia markets, as well as the Washington DC, Baltimore, Philadelphia, and New York City metropolitan areas. At Offit Kurman, we are our clients’ most trusted legal advisors, professionals who help maximize and protect business value and personal wealth. In every interaction, we consistently maintain our clients’ confidence by remaining focused on furthering their objectives and achieving their goals in an efficient manner. Trust, knowledge, confidence—in a partner, that’s perfect.

You can connect with Offit Kurman via our BlogFacebookTwitterGoogle+YouTube, and LinkedIn pages.  You can also sign up to receive Law Matters, Offit Kurman’s monthly newsletter covering a diverse selection of legal and corporate thought leadership content.