Questions Answered by Jonathan R. Roth

Q: If you acquire a company do you have any obligation to retain their independent contractors?

1 Answer | Asked in Mergers & Acquisitions for Hawaii on
Answered on Apr 28, 2017

If you purchase the stock of a company you are obligated to honor existing contracts. If you buy the assets of the company you can purchase the assets and limit the obligations and contracts you accept in the purchase. If the independent contractors have contracts, you have to honor those contracts. If they have termination provisions, then you or the current owner of the company can terminate them. I would have the independent contractors terminated and a release obtained by the Company...
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Q: Is there a "healthcare P.O.A" to designate someone to make medical decisions for you, if you are intact/alert?

3 Answers | Asked in Estate Planning, Elder Law and Health Care Law for Massachusetts on
Answered on Apr 26, 2017

MA allows you to have a DPOA with immediate effect, so you can amend your current DPOA to allow for immediate authority to act for you.
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Q: Can a member of an LLC protect their interest in the company by placing that interest into a Trust?

2 Answers | Asked in Business Formation and Business Law for Massachusetts on
Answered on Apr 25, 2017

Placing an LLC in a trust does not change when the LLC wants to make distributions and that is determined by the Manager and/or the Members of the LLC. The Trust can provide for distribution of funds on a monthly quarterly or annual basis. It depends how it is drafted. The reason to put a LLC in a trust is usually for estate planning purposes not to create distribution requirements. If you are talking about converting to a Massachusetts Business Trust, I would recommend you change the terms of...
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Q: If companies that are based in different states merge, how do you decide which state's law should apply to the merger?

3 Answers | Asked in Mergers & Acquisitions for New York on
Answered on Apr 21, 2017

The merger agreement dictates which state laws apply. As to that decision it depends if it is a merger of equals or one is entity will remain in control. The decision should be based on what is best for the merged entity.
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Q: In a restaurant if patio is closed can they still make us came in and fill other positions as if we were on call? Ty

1 Answer | Asked in Employment Law, Business Law and Municipal Law for Massachusetts on
Answered on Apr 19, 2017

An employer has the right to ask a waiter or anyone else to come in to work. The question is whether you are required to go in if you were not scheduled. The fact is that you are not required to go in, but assuming you are an employee at will there is nothing to stop the employer from terminating you. Most waiters and staff in a restaurant are subject to a call to come into work, such as when someone is sick. However that does not mean you are on standby or on call. As I said you can tell...
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Q: I pitched a technology start-up idea to a family relative, he liked it and agreed to invest.

1 Answer | Asked in Business Formation, Business Law and Securities Law for Indiana on
Answered on Apr 10, 2017

The answer to your question depends on the Tax Treaty between your relatives home country and the USA. Generally, interest paid to foreign nationals on loans made in the USA are subject to US taxes and withholding. The amount of the tax and the withholding is dictated by a tax treaty between the USA and the foreign national. If there is no tax treaty then the US tax would be 30% subject to certain elections which could be made by the foreign national. The withholding would be at least 10%....
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Q: Can a president of a nonprofit lease a property that is in a trust to one party and in turn they sublease it back to him

1 Answer | Asked in Business Law, Contracts and Real Estate Law for Maryland on
Answered on Apr 10, 2017

While it is a conflict of interest, if disclosed and approved by the prior Board then it is not illegal. The disclosure had to be complete however.
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Q: Just got a letter regarding the settlement of a class action law suit I may be eligible to receive payment for.

2 Answers | Asked in Business Law, Consumer Law, Contracts and Workers' Compensation for California on
Answered on Apr 10, 2017

Call the court to verify the information and if the it is valid, then submit the information.
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Q: Is it fraudulent to renew an expired alcohol license that was from a previous owner?

1 Answer | Asked in Business Law for Florida on
Answered on Apr 7, 2017

It is fraud if he renewed it in your name. He should have transferred it into his name.
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Q: Opening a new company and then a business. Have a Trademark Question on whether company n business name hav to be same?

5 Answers | Asked in Business Law, Copyright, Intellectual Property and Trademark for New York on
Answered on Apr 7, 2017

It would be better to have the name of the corporation the same as the trademark for the business like McDonalds. If you have multiple locations the manner of structuring the different units will depend on the nature of the locations, e.g. franchises or second locations operated by the same company or the parent of a subsidiary. At this stage you need to speak with an attorney. There is a limit to what can be provided with any real accuracy in a forum like this. My firm has a NY office and if...
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Q: If a business partner was spending the business money on himself and not business expenses what can I do

1 Answer | Asked in Banking, Business Law, Civil Litigation and Contracts for Georgia on
Answered on Apr 7, 2017

First change the checking account to 2 signatures. cancel all debit cards. Then confront your partner and work the controversy out. If you cannot resolve it then you need to sue him and dissolve the business.
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Q: I have a question regarding formation of a business and trademark/intellectual property?

3 Answers | Asked in Business Law, Copyright, Intellectual Property and Trademark for New York on
Answered on Apr 7, 2017

You are confusing a company name with a Trademark. You can trademark a company name if it is unique enough. You have to demonstrate it is being use uniquely and for that business purpose. Filing your company name or d/b/a will only have limited protections to you within your state or local community. If you call your company XYZ Repairs, Inc. for example, you can then Trademark a logo and/or the name XYZ Repairs, assuming it is unique enough to meet Trademark requirements.

The first...
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Q: What would be grounds to initiate a judgment against a business that has been operating with the same name as an inc?

1 Answer | Asked in Business Law for Arizona on
Answered on Apr 6, 2017

More information is needed to answer your question. The first question is who owns the first location now and is it owned by a company (Corporation, LLC)? The second question is who owns the second location and was the use of the name consented to by the owners of the first place. You need to contact a local attorney who handles corporate and trademark litigation. I suspect what has happened is that someone took over the second location and continued to use the name without any consent. If...
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Q: I was fired from my company because I didnt sell my shares for a low ball offer ,what can I do?

1 Answer | Asked in Business Law and Employment Law for California on
Answered on Apr 6, 2017

The only thing you can do is contact a local attorney and sue them for wrongful discharge. Minority shareholders who are also employees frequently have a right to continued employment. It will depend upon the agreement you signed when you acquired your shares or the basis upon the shares were issued to you.
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Q: How siblings buy property as equal partners. How should bank accounts and taxes be handeled

1 Answer | Asked in Banking, Business Law, Tax Law and Real Estate Law on
Answered on Apr 5, 2017

You should form a partnership in a simple way. Get a FEIN for the Partnership and open an account for the partnership. Put the property in the name of the partnership and file a partnership return for the 3 of you each year.

If you do not want to do that, then the property should be held as tenants in common, each of you having an equal share. There should be an agreement about management and sale of the property between the 3 of you so there are no major disagreements in the...
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Q: A company in CA made a deal with Colombian factory for private label of generics for Middle East.Do I need a license?

2 Answers | Asked in Business Law for California on
Answered on Apr 4, 2017

This is a rather sophisticated question. Almost every country in the Middle East has its own regulations governing the importation and sale of goods including food or vitamin supplements. You need to determine what certifications and licenses are required for the goods to be allowed into the country that you are shipping them. This will be different from country to country. A FDA certification will generally be accepted under various reciprocity agreements but as these are supplements they...
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Q: I want to publish a book showing the work of tattooists. They provide the picss. Do I need model releases. Many are old.

3 Answers | Asked in Copyright, Business Law and Communications Law for New York on
Answered on Apr 4, 2017

Yes, as well as releases from the photographer. The tattoo artist may have a written consent from the customer if he has the pictures, ask them if they do and get a copy.
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Q: Is the non compete in force able if they list the geographical area as all of California?

1 Answer | Asked in Contracts, Business Law and Employment Law for California on
Answered on Apr 2, 2017

The enforcement of non-competes is generally limited to a reasonable scope. Likewise, CA specifically as a matter of public policy holds that agreements in restraint of competition are to that extent void. Notwithstanding the general premise that non-competition agreements are invalid, specific Sections of the B&P Code provide certain exceptions to California's policy against enforcing non-competition covenants which apply in limited circumstances such as protection of trade secrets,...
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Q: I have a bankruptcy question.

1 Answer | Asked in Bankruptcy and Business Law for Pennsylvania on
Answered on Mar 31, 2017

No you cannot file a new bankruptcy. If the claim pre-dates your bankruptcy, you may be able to reopen the bankruptcy. You may be able to file a state receivership, a state form of bankruptcy but need to speak to local counsel. Those are usually handled by bankruptcy attorneys.
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Q: My mom is elderly, my brother offered to have her live with his family. They decided to purchase a home together.

2 Answers | Asked in Estate Planning for Massachusetts on
Answered on Mar 31, 2017

The first question is: Was the $300K a gift and if so did your mother file a gift tax return. If the answer is it is not a gift, then the second question is: Who owns the property and how is the property titled?

The easiest way to deal with this is for the Trust to change the terms of the distribution. Assuming the remainder of the trust is a four way equal split, the Trust would provide that the net trust assets would be calculated as follows: Trust Net Assets plus $300,000 are...
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