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California Mergers & Acquisitions Questions & Answers

2 Answers | Asked in Consumer Law, Contracts, Criminal Law and Mergers & Acquisitions for California on

Q: Can I sue a DRP repair shop for omitting replacement parts and tampering/flashing car computer and security system?

No authorization recieved or revealing of acts in any correspondences or in any invoice , estimate given .

Dale S. Gribow answered on Mar 20, 2019

MORE INFO NEEDED

YOU CAN SUE ANYONE AT any time FOR ANYTHING.

THE ISSUE IS USUALLY IS IT WORTH THE MONEY YOU WILL SPEND FOR LEGAL AND WHAT ARE THE CHANCES OF WINNING? AS A RULE, ONLY ACCIDENT CASES ARE HANDLED ON A CONTINGENCY. THUS A LAWYER WOULD ASK FOR MONEY TO PUT IN TRUST FOR...
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1 Answer | Asked in Mergers & Acquisitions for California on

Q: Am I required to give my employees any notice before my company gets acquired?

Ali Shahrestani, Esq. answered on Dec 27, 2018

Why would you not? Will it not affect their employment? Common decency is a good rule of thumb. 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,... Read more »

1 Answer | Asked in Mergers & Acquisitions and Patents (Intellectual Property) for California on

Q: My company has a few IP patents that are important to me as its CEO. If we merge with another company, how will that

affect the ownership of these patents?

Peter D. Mlynek answered on Nov 17, 2018

Typically, if there is a merger, the patents will belong to the new company.

But it does not have to be that way. Issued patents are treated just like any other business asset. Your company can sell the patents along with all the other business assets such as inventory, production...
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1 Answer | Asked in Mergers & Acquisitions for California on

Q: What is the best way to research whether a company offering to buy mine is financially sound?

Stefan Dunkelgrun answered on Sep 16, 2018

ask them for their financial records - income statement & balance sheet. You could also ask for a letter from their bank.

1 Answer | Asked in Mergers & Acquisitions for California on

Q: They want me to sign a letter of intent - that doesn't mean I'm totally locked in, does it?

Stefan Dunkelgrun answered on Sep 16, 2018

A letter of intent is proof that you are committed to the transaction. It means that you generally agree to the transaction, but still need to work out the details. You are not locked in, but at the same time you may be liable for damages if you back out without a good reason. You should consult... Read more »

1 Answer | Asked in Business Law, Insurance Defense, Land Use & Zoning and Mergers & Acquisitions for California on

Q: I have document s of of former landlord who fordury marriage certificate and life insurance over10idenitys

Thomas A. Grossman answered on Jul 15, 2018

You have not explained what is going on, nor what you want to be answered.

1 Answer | Asked in Mergers & Acquisitions for California on

Q: Are we able to void the employment contracts of employees from an acquired business?

Benton R Patterson III answered on May 4, 2018

It depends on the structure of the acquisition, the contracts with the employees, and the law in your state. You will need to speak with a local business attorney.

1 Answer | Asked in Mergers & Acquisitions for California on

Q: What's the first step to evaluating a franchise? What should I look out for?

Jonathan R. Roth answered on Apr 6, 2018

First determine the reputation of the organization. Analyze what the costs are and what the training provides. Ask to talk to existing franchisees or simply go to a relatively close franchisee and speak to them. Check to see if they are registered in your state and if there are pending complaints... Read more »

1 Answer | Asked in Mergers & Acquisitions for California on

Q: My son wants to purchase part of the family business from his brother

but they are disputing the price. What's the best way to deal with this?

Jonathan R. Roth answered on Mar 16, 2018

There are a number of ways to do this but the two most common are:

1. have someone independently value the stock being purchased without adjustment for minority ownership or lack of control (there are a variety of ways to deal with selection of who values the business);

2. look at...
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1 Answer | Asked in Mergers & Acquisitions for California on

Q: When two companies decide to merge, what financial information are they legally obligated to disclose to each other?

Jonathan R. Roth answered on Feb 17, 2018

In any transaction each party should disclose any material information that might impact the other party's decision to move forward. Generally, each company should disclose their financial information and any known potential liabilities such as potential lawsuits, potential liabilities for recalls... Read more »

1 Answer | Asked in Business Law, Contracts and Mergers & Acquisitions for California on

Q: How do I protect my contract in case of acquisition of company I am in contract with? & New comp does not want to renew.

My company (A) is about to go submit a service proposal to company B. What if Company C acquires Company B and then Company C does not want to continue with our existing contract with Comp. B? What clause can I put in my contract with Company B to protect my company from taking that loss?

Robert Philip Cogan answered on Feb 2, 2018

Usually, company C takes company B subject to all its obligations, e.g., a contract with company A. One way to address this is by having your attorney address in the contract what happens if you get terminated without proper cause.

2 Answers | Asked in Mergers & Acquisitions for California on

Q: A competing business offered to take over my business (essentially buying it out) and I'm interested. How long does an

acquisition generally take?

Robert Philip Cogan answered on Jan 15, 2018

A few weeks to a few years, depending on how complicated the business is, whether you are agreed on the price, whether licenses need to be transferred, whether you agree on future non-competition obligations, other business factors, and whether you have lawyers who focus on getting the deal closed.

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1 Answer | Asked in Mergers & Acquisitions for California on

Q: Is there a best time of year to complete a merger in California?

Jonathan R. Roth answered on Jan 6, 2018

Timing for completion of a merger depends on the tax implications of the merger and the seasonal operations of the businesses involved. Those factors should dictate the timing of the merger.

1 Answer | Asked in Mergers & Acquisitions and Immigration Law for California on

Q: If my company get acquired, how will it impact my employees' H1B statuses?

Jonathan R. Roth answered on Dec 8, 2017

It will depend on the manner and terms of the acquisition. Assuming the buyer wants to retain the employees with the Visa then you need to speak to an immigration attorney prior to finalizing the acquisition documents.

1 Answer | Asked in Mergers & Acquisitions for California on

Q: Are there instances where I as the founder of a company could still run the company if it gets acquired? Would that have

to be written into the acquisition paperwork?

Robert Philip Cogan answered on Nov 27, 2017

There are many such instances. In some cases, the acquirer will not even buy the company unless the founder stays. Merely writing it into the paperwork does not mean that you will achieve your objectives. You need to have a detailed understanding with the acquirer. Just saying "running the company"... Read more »

2 Answers | Asked in Business Law, Mergers & Acquisitions and Tax Law for California on

Q: Who pays taxes for the current fiscal year during a small business aquisition?

Someone I met is closing down their business and has a fair number of assets. If I were to form a company to acquire their business, would I be subject to paying their taxes and other debts? This would be a California formed Corporation absorbing a Texas Corporation.

Jonathan R. Roth answered on Nov 10, 2017

If the terms of the purchase and sale are drafted by an attorney who knows their business, the only thing you will be obligated to pay for are the assets you buy and any debts you agree to assume. If you in fact are going to buy substantially all of the assets of the business then you need to make... Read more »

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2 Answers | Asked in Mergers & Acquisitions for California on

Q: Should two businesses trying to merge have separate attorneys to most effectively represent both sides?

Jonathan R. Roth answered on Oct 24, 2017

All things being equal each business should have their own legal counsel. As a practical and ethical matter, no attorney should represent both sides to a transaction.

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2 Answers | Asked in Mergers & Acquisitions for California on

Q: What's the easiest way to merge my company with another incorporated in Nevada?

Jonathan R. Roth answered on Oct 9, 2017

There is no complication assuming both companies are corporations. You have two ways of handling the merger once you decide how you want the ending structure to exist.

1. Merger one company into the other and then file as a foreign corporation in the state which there no longer exists a...
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1 Answer | Asked in Mergers & Acquisitions for California on

Q: If I as CEO of my company discover the company I've signed on to acquire has doctored its financial health records is

there any way for me to void the acquisition or get recompense for the newly discovered loss?

Jonathan R. Roth answered on Sep 19, 2017

Yes, if what you are telling me is that they engaged in fraud by altering their books and the alterations are material such that you either would not have proceeded with the acquisition or would have changed the price and terms, then you have grounds to rescind the transaction or to sue the... Read more »

2 Answers | Asked in Intellectual Property and Mergers & Acquisitions for California on

Q: Are there IP attorneys that help find licensing deals for established brands? Can you point me in the right direction?

I own a trademark for a popular Los Angeles tourism service that has an established fan base and website attracting thousand of visitors daily. The name is synonymous with Hollywood and people recognize it the moment they see/hear it. I'm looking for ways to capitalize on the brand name by (for... Read more »

Robert Philip Cogan answered on Aug 25, 2017

You can work with an intellectual property attorney to develop a package before you contact companies that seek licensing deals for intellectual property owners.

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