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Questions Answered by Jonathan R. Roth
1 Answer | Asked in Business Formation, Mergers & Acquisitions and Tax Law for Delaware on
Q: How can I optimize a sale of business assets when the business is no longer in good standing?

In 2015, friends and I started a business. We allocated shares, and set up a vesting schedule. In 2016, we decided to allow the business license (Delaware) to lapse and operate with funds from an existing LLC business I own, however, the other partners do not benefit from the LLC business.... View More

Jonathan R. Roth
Jonathan R. Roth
answered on Aug 14, 2017

More information is needed to give you more detailed advice, but you have two basic options, revive the DE entity and sell the business or document the transfer of the business to the LLC and have it sell the business. The devil will be in the details. I would recommend you sell the assets of the... View More

1 Answer | Asked in Estate Planning for Massachusetts on
Q: What is the best way to prevent family members I don't want to inherit my assets from contesting my will?
Jonathan R. Roth
Jonathan R. Roth
answered on Aug 9, 2017

There are a number of ways to discourage it, but there is no absolute way to stop someone for challenging a Will for undue influence. I would be happy to discuss various strategies you can use depending upon the assets you own and who you are trying to disinherit. However, MA gives spouses a... View More

2 Answers | Asked in Mergers & Acquisitions for California on
Q: If I decide to merge my company with another local business, can I still manage my own employees?
Jonathan R. Roth
Jonathan R. Roth
answered on Aug 9, 2017

It will depend upon the terms of the Merger and what position and authority you keep.

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2 Answers | Asked in Copyright, Business Law and Trademark for Massachusetts on
Q: What qualifies as trademark infringement? If a company produces a product that looks similar to another's, is that okay?

I recently purchased many portable speakers from a vendor in China. The company produces many authentic speakers (iLepo), but they also wholesale "fake" JBL speakers on a international wholesale store.

The speakers look pretty similar, but they intentionally took off the logo on... View More

Jonathan R. Roth
Jonathan R. Roth
answered on Aug 2, 2017

if you use the stickers you are infringing on another company's trademark. The speakers may also violate someone's patent but you can assume not for the moment. if you want to sell them then use the name of mfg or create your own brand.

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1 Answer | Asked in Mergers & Acquisitions and Trademark for New York on
Q: How do I contact someone and ask to buy their mark?
Jonathan R. Roth
Jonathan R. Roth
answered on Jul 23, 2017

If you go to the Trademark Office and look up the mark, assuming it is registered at the USPTO, it will state who the owner of the mark is and you can write to them.

2 Answers | Asked in Mergers & Acquisitions for California on
Q: Are mergers really only done when one business is financially suffering and needs another to help it out, or are there

other reasons to consider it?

Jonathan R. Roth
Jonathan R. Roth
answered on Jul 22, 2017

There are lots of reasons for a merger: sale and someone wants to retire, one company wants to grow by acquisition, the concept of synergy- two companies merge to become more efficient and better able to compete with larger competitors; one company has a technology or customer base another one... View More

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1 Answer | Asked in Mergers & Acquisitions for New York on
Q: My company is merging with another and the other company's CEO is now going to be the managing partner. Prior to signing

the paperwork, he verbally agreed that my employees wouldn't be let go, but he seems to be reneging on that promise now that he has all the power. Do I have any recourse?

Jonathan R. Roth
Jonathan R. Roth
answered on Jul 22, 2017

Probably not unless you want to argue it was fraud in the inducement and seek to rescind the merger.

2 Answers | Asked in Immigration Law for New York on
Q: How to work in New York law firms (In New York )with LLB degree from LONDON SCHOOL OF ECONOMICS ?

I'm currently doing my LLB from London school of economics , but I want to work in a law firm in New York.

How should I do this? Or do I have to do my JD from a law school in the US? What's the exact procedure, it would be really helpful if u tell me everything in detail.

Thank you

Jonathan R. Roth
Jonathan R. Roth
answered on Jul 21, 2017

You need to contact the NY bar association to determine if you qualify to take the NY Bar Examination. Unlike the UK, each state in the USA licenses its attorneys. I would suggest you contact a bar review course in the USA as US civil procedure is far different than UK or EU law. You would also... View More

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2 Answers | Asked in Banking, Business Formation and Business Law for Massachusetts on
Q: I am an equity partner in a company overseas and want to understand some details

If I am an equity partner in a company incorporated in EU, and that company wants to

1. wants to loan money to a company in US, is that possible/legal?

2. wants to open a bank account in US without incorporating in US, possible? How do I get a tax ID?

3. wants to pay me... View More

Jonathan R. Roth
Jonathan R. Roth
answered on Jul 20, 2017

A EU company depending upon the jurisdiction it is incorporated can loan money to a US corporation. The Amount of money that is required to be withheld will depend upon the tax treaty as well as the amount of tax it is required to pay to the US. The foreign entity will need to apply for and... View More

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2 Answers | Asked in Business Law and Internet Law for Massachusetts on
Q: Is it illegal to make a DIY notebook with logos on it on youtube ? i am not selling anything but i may monetize my video

for example i did a diy video it said HOMEWORK: , at the top , and the the nike logo in the middle with " just do it"

Jonathan R. Roth
Jonathan R. Roth
answered on Jul 9, 2017

It is not legal to use someone else's logo for a money making promotion without their consent except under unique circumstances. You need to meet with an attorney who handles trademark issues regularly. Likewise the use of someone's logo even in non-money making circumstances is limited.... View More

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3 Answers | Asked in Contracts, Business Law, Civil Litigation and Mergers & Acquisitions for New York on
Q: (a) Can I use NY as venue for a suit? (b) What type of court should I file in? (c) What type of suit should I file?

I am a NY resident. I saw a FL convenience store for sale advertised on a website. I signed an LOI to buy the business via an asset sale. The sale would not include sale of any real estate. Both seller and I signed as individuals. I placed a good faith deposit of around $12k with an escrow agent,... View More

Jonathan R. Roth
Jonathan R. Roth
answered on Jun 28, 2017

Under the Letter of Intent does it state what states law and jurisdiction shall apply? if it says FL then you must file in FL. If it is silent, then the issue is do you fulfill the long-arm statute for NY. If you file in New York and the Court decides it does not have jurisdiction you will have... View More

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1 Answer | Asked in Employment Law for Massachusetts on
Q: The restaurant I work for is also a catering service. The employees get one combined check. If I work different jobs...

with different pay wages for a combined total of over 40 hours, should I get overtime wages using the blended wage calculation system? (I work in Massachusetts).

Jonathan R. Roth
Jonathan R. Roth
answered on Jun 23, 2017

If you work over 40 hours a week for the same employer then you should get overtime. The calculation of the overtime may bit a more complex than the usual manner. While MA exempts tipped employees from overtime pay, the federal law does not. Therefore, you should be paid overtime at least based... View More

1 Answer | Asked in Mergers & Acquisitions for California on
Q: What type of corporate entity should I choose for my business to attract a buyout by an investor?
Jonathan R. Roth
Jonathan R. Roth
answered on Jun 23, 2017

If you mean to have someone buy your business in total from you, the choice of entity is not that important since the Buyer is going to want to do an asset purchase. If you are talking about an investor buying into your business that is different and it will depend on both the kind and size of the... View More

3 Answers | Asked in Mergers & Acquisitions for New York on
Q: If someone has expressed interest in buying my company should I have them sign an NDA before we talk specifics?
Jonathan R. Roth
Jonathan R. Roth
answered on Jun 23, 2017

Yes. Before you give them any information you should have them sign a NDA and even then limit the information until at least an offer subject to due diligence is made.

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2 Answers | Asked in Contracts, Mergers & Acquisitions and Business Formation for Florida on
Q: How do I structure a 501c3, when my plans are to grow to national and hyper-local chapters?

I am starting a non-profit corporation in the state of Florida, with the intention of applying for 501c3 status. My vision is to grow this non-profit into a nationwide organization, with responsibility for directing the activity of a “chapter” in each state overseeing a “chapter” in each... View More

Jonathan R. Roth
Jonathan R. Roth
answered on Jun 14, 2017

Given your goal each chapter would have to register in its own state and they would apply for a 501 (c)(3) as an affiliate or related entity to the parent group. You need a good local business attorney to assist you.

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1 Answer | Asked in Mergers & Acquisitions for Michigan on
Q: When is the best time to sell a business?
Jonathan R. Roth
Jonathan R. Roth
answered on Jun 9, 2017

It is completely dependent on the type of business you are selling. If you are selling a seasonal business like one dependent on beach or summer vacation traffic, then before the season starts. Ultimately a well educated buyer is going to evaluate the business on its last 3-5 years of operations... View More

2 Answers | Asked in Mergers & Acquisitions for New York on
Q: What are the advantages of a stock sale over an asset sale?
Jonathan R. Roth
Jonathan R. Roth
answered on Jun 2, 2017

The advantage of an asset sale to the Buyer is that the Buyer can avoid undertaking any unwanted liabilities of the Seller. The advantage of a stock sale to the Seller is that he can avoid any depreciation recapture from the sale of equipment. However, if done properly the asset sale can work as... View More

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1 Answer | Asked in Mergers & Acquisitions for California on
Q: If a larger entity buys out the company I work for, can they change employee benefits?
Jonathan R. Roth
Jonathan R. Roth
answered on Jun 2, 2017

It depends on how the larger company acquires your company. If it purchases its assets only, it is likely that it can all the benefits and will offer all or less than all current employees whatever benefits it currently offers its other employees. If it buys the company's stock, unless it is... View More

2 Answers | Asked in Employment Law and Small Claims for Massachusetts on
Q: Am I a victim of wage theft? Is there a way to make my employer pay me for my hours worked?

After working 4 years with an org on salary, I decided to leave. After leaving the salary position, I signed a "work for hire" contract w/ the org to be paid X dollars per hour for every hour I worked on two projects to help the org close out the work. The contract included a clause... View More

Jonathan R. Roth
Jonathan R. Roth
answered on May 30, 2017

More information is needed, but if you are an employee and not a consultant, the Employer has to pay you. If you are a consultant more information is needed as to penalty clauses et cetera.

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1 Answer | Asked in Employment Discrimination and Employment Law for Massachusetts on
Q: I was robbed by a coworker she was caught on camera stealing my money I wanted to press charges the employer did not.

I was robbed by a new coworker she was caught on camera stealing the money I was not notified of when her next shift would be . Or even her last name it turned out that her and the store manager were friends and he fired her without letting me know what time she came in the store to have her... View More

Jonathan R. Roth
Jonathan R. Roth
answered on May 30, 2017

You have every right to file a criminal complaint.

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