Quote:
Originally Posted by Greg (FossilMan)
Obviously, I have no access to the contracts between the Scheinbergs (I think Rational Entertainment was the name of their corporation who owned PS, not the Scheinbergs themselves) and Amaya, and then Amaya and Flutter. However, the existence of this lawsuit was a known factor when these deals were made. I would be really surprised if Flutter had any realistic legal option to sue Amaya or the Scheinbergs. They bought PS with all of its assets and liabilities, this was a known risk factor/liability. Therefore, no valid grounds to sue the seller.
Cheers, Greg Raymer (FossilMan)
The purchase agreement in these transactions usually includes an indemnification for losses arising from, in connection with or related to the ownership of the applicable assets and the operation of the business prior to the closing.
Since this particular lawsuit was known prior to the sales occurring, it may have been dealt with specifically in the purchase agreements and it could have been that it was specifically included in an indemnification provision or specifically excluded from indemnification or it could be something in the middle with a limit on the indemnification.
Generally when I'm on the buyer side and we know about something in particular we want to include it specifically in the indemnification provision and still include the blanket indemnification for general ownership of the assets and operations of the business prior to the closing as well as other standard indemnification provisions such as indemnification for false representations and warranties contained in the purchase agreement.
But theoretically the issue could be dealt with by negotiating a lower purchase price based on the known possible liability and not be fully indemnified for it.
Some of my terminology above assumes the transactions were structured in certain ways, but I don't know how these transactions were actually structured. The same general principles likely apply in any event though.