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New York Mergers & Acquisitions Questions & Answers
1 Answer | Asked in Business Law, Civil Litigation and Mergers & Acquisitions for New York on
Q: I live in a mobile home park, we are selling our realtor was told by buys that Management of the park saying

Our house is for rent not for sell and management knows it's for sell. What can we do when management is Sabotaging the sell

Peter J. Weinman
Peter J. Weinman pro label Lawyers, want to be a Justia Connect Pro too? Learn more ›
answered on May 18, 2023

Why do you suppose management wants to sabotage your sale? Is it possible the buyer got confused about the difference between buying your unit and renting the spot in the park?

1 Answer | Asked in Business Law, Contracts and Mergers & Acquisitions for New York on
Q: Can I be held liable (by a new entity) for an NDA I signed with a company that is 100% sold to a new buyer or entity?

If I signed an NDA as a member of a now defunct LLC with a company for an “indefinite term.” Very general NDA to protect trade secrets, recipes, etc. If the owner of the company who I signed the NDA with passes away, and his heir takes over his rights (both business and estate), and sells the... View More

Jack Mevorach
Jack Mevorach
answered on Sep 20, 2022

Depending on the language of the NDA, yes. Have a free telephone consultation with counsel.

Jack

1 Answer | Asked in Mergers & Acquisitions for New York on
Q: I plan to emigrate abroad. Extended visa will come with a limited partnership in a foreign business. Allowed? How?

I hope to become a silent partner in an LLC in the state of Israel or in Great Britain, a fine art gallery. Am I allowed to do that prior to emigration? I hope to use that "work status" as the owner of a business there to obtain residency as an ex-pat. I hope to not get ripped off, to... View More

Tim Akpinar
Tim Akpinar
answered on Nov 16, 2021

Your post remains open for almost a week - some of the issues mentioned, such as emigration, alienage, visa, etc. could be things that an immigration attorney would have insight into. There's no guarantee that all questions are ultimately picked up, but you could try reposting with Immigration... View More

1 Answer | Asked in Mergers & Acquisitions and Real Estate Law for New York on
Q: Does an easement appurtenant ends when the servient estate obtains title to the Dominant estate?

Or in order for the merger doctrine to be applicable the dominant estate must obtain title to the servient estate?

J.R.  Skrabanek
J.R. Skrabanek pro label Lawyers, want to be a Justia Connect Pro too? Learn more ›
answered on Aug 2, 2020

Title is taken by an individual or entity, not the land. If the same owner takes title to both the dominant and servient estates, then the easement is extinguished through the "merger" of the estates. I hope this helps answer your question.

3 Answers | Asked in Banking, Contracts, Mergers & Acquisitions and Tax Law for New York on
Q: Can I file my dads tax returns if he passed away last year oct? How does this process work?

He is currently married to his wife in which her and I are in very bad term due to her infidelity. How can i go about this potentially without her?

Michael David Siegel
Michael David Siegel
answered on Apr 16, 2020

Whoever is the estate fiduciary can file the return. The refund, if any, goes to the estate. The first $50,000 of any estate (unless there is a will) goes to the spouse. Thus, you need to determine if there is anything in it for you, if an estate is worth commencing, and if a return should be... View More

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1 Answer | Asked in Business Formation and Mergers & Acquisitions for New York on
Q: Created an S-corp last year in NYS when I should have created a professional corporation. Can I acquire the original?

Last year I created an S-corp in NY after the suggestion for tax purposes by an accountant. What I didn't realize was that I needed to be a professional corporation first, and then elect S-corp status because I am a licensed therapist. I have income, bank/credit accounts, and a loan under the... View More

Michael David Siegel
Michael David Siegel
answered on Jan 31, 2020

I would just start over. I am not sure what you would be merging. What assets are you talking about?

1 Answer | Asked in Business Law and Mergers & Acquisitions for New York on
Q: In New York , does a partnership have to be liquidated in order to complete a buy out?
Michael David Siegel
Michael David Siegel
answered on Mar 3, 2018

No. It depends on the partnership agreement, if any, and what business is continuing.

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions for New York on
Q: I developed an APP, Website for a client with shares. Client refuses to cooperate to original contract, need legal doc.

My Corporation signed agreement with client to pay fraction of actual cost for an app, website, etc...by providing Corporation 15% partnership. Client failed to fulfill the obligation in many ways, and offered to buy me out. I need a letter that does the following:

1) After payment is... View More

Inna Fershteyn
Inna Fershteyn
answered on Jan 18, 2018

I don’t see a question here it seems that you need to hire an attorney to represent you, am I correct?

Feel free to call

Sincerely,

Inna Fershteyn

Law Office of Inna Fershteyn and Associates, P.C.

1517 Voorhies Ave, Suite 400

Brooklyn, NY 11235...
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1 Answer | Asked in Mergers & Acquisitions for New York on
Q: Are mergers and acquisitions regulated by each state or is that governed by federal law?
Jonathan R. Roth
Jonathan R. Roth
answered on Nov 16, 2017

The answer is both state and federal law apply.

1 Answer | Asked in Mergers & Acquisitions for New York on
Q: If a business that's being acquired has a sharp spike or drop in value before it's officially acquired, should the

contract be revisited?

Jonathan R. Roth
Jonathan R. Roth
answered on Oct 24, 2017

Depending upon the rights to the initial agreement including the right to make changes based on material changes in one or other of the businesses, all things being equaled the terms of the merger and more importantly the reason for the material change should be discussed and if appropriate be... View More

1 Answer | Asked in Mergers & Acquisitions for New York on
Q: Is there more than one way two companies can decide to merge? What are they?
Ali Shahrestani,
Ali Shahrestani,
answered on Sep 6, 2017

Are they public or private companies? More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation with an Attorney such as myself. You can read more about me, my credentials, awards, honors, testimonials, and media appearances/... View More

1 Answer | Asked in Mergers & Acquisitions for New York on
Q: I'd like to keep some of the intellectual property related to the sale of my franchise - is that possible?
Ali Shahrestani,
Ali Shahrestani,
answered on Aug 13, 2017

You could feasibly form a contractual agreement to that effect during the sale process. More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation with an Attorney such as myself. You can read more about me, my credentials, awards,... View More

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 Business Law, Immigration Law and Mergers & Acquisitions for New York on
Q: Suing company for negligence in handling their immigration matters

A foreign National employee who had been working with a mulitnational company for a decate and the last 3,5 years in the US on a E-1 Visa.

The employer went thru a Corporate Restructuring and is now not eligbale for E-Visas anymore and the foreign national employee lost his VISA status and... View More

Leonard R. Boyer
Leonard R. Boyer pro label Lawyers, want to be a Justia Connect Pro too? Learn more ›
answered on Jul 22, 2017

The employer does not have to consider immigration consequences of it's restructuring. You do not have any viable case from what I can tell.

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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.

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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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?
Donovan A Rodriques
Donovan A Rodriques
answered on Jun 23, 2017

In order to guard the proprietary information of the business, it is generally best practice to enter into a NDA before you begin to disclose specifics. Make sure to consult with a mergers and acquisitions lawyer regarding the specific considerations when negotiating an NDA.

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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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2 Answers | Asked in Contracts, Mergers & Acquisitions and Employment Law for New York on
Q: I signed a covenant not to compete, but I was laid off due to a company buy-back. Is it still enforceable?

The company was purchased by a majority investor, who came in and laid off 3/4s of the company. I am currently looking for another job but I'm not sure what I can do. My field is very small and the non-compete was for 1 year after severance.

Ali Shahrestani,
Ali Shahrestani,
answered on Apr 27, 2017

Many non-compete clauses are invalidated because they're too broad. Have a lawyer look at it.

See: http://www.aeesq.com/business-law/employment-lawyer/

More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation...
View More

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