Some things are hard to reverse.  Buying a company can be one of them.

Two private equity firms illustrated this on Monday by walking away from a $2.25 billion purchase of data management company Acxiom – ponying up $65 million of the $110 million termination fee to do so.

That’s relatively easy though compared to a  smallish deal currently in the hands of the  Tennessee courts, where retailer Finish Line Inc. is squirming over a commitment to buy hat maker Genesco. Since Finish Line said it was evaluating its options for the $1.5 billion deal after Genesco posted a surprise loss, the situation has escalated to a court spat. Genesco filed a lawsuit against Finish Line, seeking an order compelling it to complete the deal. Finish Line promptly demanded Genesco provide certain financial information in order to see if a material adverse change clause had been breached.

While the big deals like Sallie Mae and Harman have been making the headlines, how the court rules on Genesco could set a precedent for future strategic deals (companies buying rivals rather than deals done by private equity).  

“If the court orders the purchaser to complete the purchase, that will be a signal of just how much a strategic has at risk of walking away,” said  Joel Greenberg, partner and co-chair of law firm Kaye Scholer LLP’s corporate and finance department. “It would be the second one that anyone can remember — the other was IBP and Tyson. That was a stunning opinion and a lot of people were surprised by it. ” Greenberg was referring to a 2001 Delaware court decision that poultry producer Tyson Foods Inc could not terminate its merger with beef producer IBP Inc over accounting irregularities. The court said the shortfall was not due to a long-term problem and Tyson had to complete the deal.

That begs the question - is it easier to get out of a strategic deal or a private equity transaction? In a buyout transaction, typically, the liability is limited to paying the reverse break-up fee, said Greenberg, while a strategic player could face an action requiring them to honor to complete the process.

Of course, hindsight is 20/20. If buyers during the M&A boom knew everything would go south during the summer, they’d likely be more cautious in the prices paid and the agreements drawn up. But perhaps the best lesson to be learned isn’t to predict the markets better; rather to get a good lawyer.