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Questions Answered by Jonathan R. Roth
1 Answer | Asked in Mergers & Acquisitions and Business Law for Florida on
Q: Would a UCC search on an entity show me all liens, warrants, and the like available in public records for that entity?
Jonathan R. Roth
Jonathan R. Roth
answered on May 25, 2017

It will show you all commercial liens, but not necessarily all warrants or judgments or attachments. Likewise, it will not show you state or federal tax liens or liens against real property. Tax liens you need to check with the state and federal government sites. IRS liens can be searched at the... View More

2 Answers | Asked in Estate Planning, Real Estate Law and Probate for Massachusetts on
Q: Am I entitl My granfather's estate he left to second wife ( not my grandmother). She died and had no heirs.

My father was an only child and has passed on.

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

Unless there was a Will or Trust that provided for part or all of the estate go to your father or his children, then you have no claim against the estate.

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1 Answer | Asked in Business Formation, Business Law, Family Law and Mergers & Acquisitions on
Q: My father wants to take over a printing business and wants me to put the business in my name. He has an investor friend

who will be giving him 60k to take over the business and they along with the current business owner will be running the business. Even though the business will be in my name, I will just be an employee. My father says I am only the owner "on paper". His plan is once the investor is paid... View More

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

First as the owner you will be responsible for all debts and operations of the business. So to start, the business should be put in a corporation or LLC. You can be the sole manager and thus have control of the business and the investor and your father can own percentages of the business as well.... View More

3 Answers | Asked in Estate Planning for Massachusetts on
Q: If I don't specifically bequest property in my will, does it all go to the executors?
Jonathan R. Roth
Jonathan R. Roth
answered on May 17, 2017

An attorney should draft your Will and depending upon how complex your estate is, should not be too expensive. First of all, in MA we no longer use the term Executor, we use the term Personal Representative. Your estate only goes to your named beneficiaries, unless designated in percentages, the... View More

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3 Answers | Asked in Mergers & Acquisitions for Pennsylvania on
Q: I'd like to buy a business in my town - should I buy it as a corporation?
Jonathan R. Roth
Jonathan R. Roth
answered on May 17, 2017

You should buy the assets of the business and limit your potential liability for any taxes or other obligations of the business you are acquiring. You should probably buy the business using a new LLC or Corporation. Contact a business attorney in your area for assistance.

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2 Answers | Asked in Mergers & Acquisitions for California on
Q: I would like to buy a small business in my town - should I form a corporation to do that?
Jonathan R. Roth
Jonathan R. Roth
answered on May 12, 2017

I generally advise people who operate businesses to form a LLC or Corporation to limit any personal liability related to operating the business. It is not always necessary, but generally a good idea.

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1 Answer | Asked in Mergers & Acquisitions for Illinois on
Q: Equity Escrow works in M&A

I am trying to educate myself how Equity Escrow works in M&A, who can help me on this... During M&A transaction, Buyer will acquire 80% of valuation and pay for 50% equity thru Cash + 3 Yr promissory note but remaining 30% of shares will be held in Escrow for next 3 years until promissory... View More

Jonathan R. Roth
Jonathan R. Roth
answered on May 11, 2017

First, hire a local experienced business attorney to assist you. This is a complex transaction and the terms of the deal need to be detailed closely.

If you are selling shares held by you or the companies treasury shares, then you need an independent escrow of the shares. If the company...
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1 Answer | Asked in Mergers & Acquisitions for Michigan on
Q: If I bought a company last year and found out recently that the prior owner had left behind environmental contamination,

who is responsible for that? Our contract didn't address it.

Jonathan R. Roth
Jonathan R. Roth
answered on May 5, 2017

Did the owner disclose the existence of the contamination issue? Was he aware of it? If you own the property you are responsible, but can seek reimbursement from the prior owner especially if he caused or was aware of the contamination. I would contact an attorney in your area who is familiar... View More

2 Answers | Asked in Mergers & Acquisitions for New Mexico on
Q: If you acquire a company are you required to honor all of the current owner's existing vendor contracts?
Jonathan R. Roth
Jonathan R. Roth
answered on May 5, 2017

If you buy the stock of a corporation (or membership interest if it is an LLC), then you take all its assets and obligations as of the time of purchase. If you buy the assets of a corporation you can choose what assets and liabilities/obligations you assume. The Agreement should specify what... View More

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1 Answer | Asked in Contracts and Landlord - Tenant for Massachusetts on
Q: I rent the downstairs of a house(finished basement)our signed rental agreement since nov 2015 states everthings include

Can my landlord all of a sudden increase my rent AND now ask that I pay half the oil bill? I live in mass please help

Jonathan R. Roth
Jonathan R. Roth
answered on May 4, 2017

The short answer is that the rent has to be reasonable and he can ask to increase the rent once the lease you have expires. If there is no lease then he can ask to increase the rent upon 30 days notice. My first question however is the basement apartment in compliance with local requirements to... View More

1 Answer | Asked in Business Formation, Business Law and Contracts for Massachusetts on
Q: Raising capital for a DE LLC with a Y-Combinator SAFE. Do I file anything to ensure investors are protected by IRC 1244?

The business meets all the qualifications of IRC 1244. I need to know if anything should be filed and with whom to offer the 1244 protection to investors. Also, I need to know what documentation should be retained and ultimately delivered to my investors if a loss is generated.

Jonathan R. Roth
Jonathan R. Roth
answered on May 4, 2017

To The Code also imposes recordkeeping requirements on the corporation relative to its §1244 stock. Among these is requirement that the corporation designate designation, for its transitional year, those of its outstanding shares that qualify for small business stock treatment.

(b)Common...
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3 Answers | Asked in Contracts, Car Accidents, Consumer Law and Small Claims for Massachusetts on
Q: Is "property damage" a legal issue? A tow truck driver damaged my car.

A tow truck driver towed my car and damaged the front fenders, front bumper, and undercarriage when he tried to remove the equipment attached to my car. He and the owner of the company refused to pay for the repairs to my car, and I want to file a small claims suit against the company. I also have... View More

Jonathan R. Roth
Jonathan R. Roth
answered on May 1, 2017

Subject to knowing more about the circumstances of the Tow, e.g. was it removed by the City for being illegally parked, assuming they were towing the car because you called them to tow it, you can sue them for damages. If it was illegally parked the grounds for seeking damages are slightly... View More

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1 Answer | Asked in Mergers & Acquisitions for Hawaii on
Q: If you acquire a company do you have any obligation to retain their independent contractors?
Jonathan R. Roth
Jonathan R. Roth
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... View More

3 Answers | Asked in Estate Planning, Elder Law and Health Care Law for Massachusetts on
Q: Is there a "healthcare P.O.A" to designate someone to make medical decisions for you, if you are intact/alert?

I am 98.5 yrs old, visually impaired, and wish to have my daughter, who is a clinician make all medical decisions for me. I have executed a health care proxy and durable P.O.A., but they only are activated if I am unconscious or not intact mentally.

Jonathan R. Roth
Jonathan R. Roth
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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2 Answers | Asked in Business Formation and Business Law for Massachusetts on
Q: Can a member of an LLC protect their interest in the company by placing that interest into a Trust?

By placing an LLC into a Trust can the members receive their dividends on a monthly, quarterly or yearly basis?

Jonathan R. Roth
Jonathan R. Roth
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... View More

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3 Answers | Asked in Mergers & Acquisitions for New York on
Q: If companies that are based in different states merge, how do you decide which state's law should apply to the merger?
Jonathan R. Roth
Jonathan R. Roth
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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1 Answer | Asked in Employment Law, Business Law and Municipal Law for Massachusetts on
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
Jonathan R. Roth
Jonathan R. Roth
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... View More

1 Answer | Asked in Business Formation, Business Law and Securities Law for Indiana on
Q: I pitched a technology start-up idea to a family relative, he liked it and agreed to invest.

He is neither a US citizen nor a resident, and he does not want to be listed in the US Startups (even if the law allows him to). He wants to invest via a loan instrument, which I am expected to pay back whenever the model succeeds, beyond which we will share all profits as partners. This therefore... View More

Jonathan R. Roth
Jonathan R. Roth
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... View More

1 Answer | Asked in Business Law, Contracts and Real Estate Law for Maryland on
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

I'm on the current addmistration of a nonprofit who's former President wrote several contracts and memorandums that personally benefited him or organizations that he owns. When we realized this he stated he has a contract and he is protected from illegal eviction, but he wrote those... View More

Jonathan R. Roth
Jonathan R. Roth
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.

2 Answers | Asked in Business Law, Consumer Law, Contracts and Workers' Compensation for California on
Q: Just got a letter regarding the settlement of a class action law suit I may be eligible to receive payment for.

Superior court of the state of California for the county of San Bernardino

Case No. CIVDS1516030

Jazmin Dabney, Clara manchester, and Jason Lofstedt, Individually and On behalf of All Others Similarly Situated v. panera, LLC

Is this real and am I eligible to send my... View More

Jonathan R. Roth
Jonathan R. Roth
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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