California Mergers & Acquisitions Questions & Answers

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

2 Answers | Asked in Consumer Law, Contracts, Criminal Law and Mergers & Acquisitions for California on
Answered on Mar 20, 2019
Dale S. Gribow's answer
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 THE CONSULTATION AND REPRESENTATION AND FILING AND EXPERTS ETC

DOES YOU HAVE AN EXPERT TO TESTIFY THAT IT WAS DONE INCORRECTLY AND THAT IS THE CAUSE OF YOUR PROBLEMS....?

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

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Dec 27, 2018
Ali Shahrestani, Esq.'s answer
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, awards, honors, testimonials, and media appearances/ publications on my law practice website, www.AliEsq.com. I practice law in CA, NY, MA, WA, and DC in the following areas of law: Business &...

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

1 Answer | Asked in Mergers & Acquisitions and Patents (Intellectual Property) for California on
Answered on Nov 17, 2018
Peter D. Mlynek's answer
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 facilities, tooling, etc., or it can spin them off into another entity.

The question that needs to be answered is: how valuable are the patents to you, vs. how valuable are they to the buyer? If...

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

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Sep 16, 2018
Stefan Dunkelgrun's answer
ask them for their financial records - income statement & balance sheet. You could also ask for a letter from their bank.

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

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Sep 16, 2018
Stefan Dunkelgrun's answer
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 with an attorney before signing a letter of intent.

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

1 Answer | Asked in Business Law, Insurance Defense, Land Use & Zoning and Mergers & Acquisitions for California on
Answered on Jul 15, 2018
Thomas A. Grossman's answer
You have not explained what is going on, nor what you want to be answered.

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

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on May 4, 2018
Benton R Patterson III's answer
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.

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

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Apr 6, 2018
Jonathan R. Roth's answer
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 against them.

There is a very good article written by Susan Adams on things to look at before you buy a franchise. I recommend you read it....

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

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Mar 16, 2018
Jonathan R. Roth's answer
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 any stockholder agreement that exists for how it determines value;

If they can't agree upon price of the stock, are they going to be able to work together? Are both sons going to work in the...

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

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Feb 17, 2018
Jonathan R. Roth's answer
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 of products. There should be a discussion of the retention of key employees and whether licenses held by one company or the other can be assigned without the consent of the owner of the license. The...

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.

1 Answer | Asked in Business Law, Contracts and Mergers & Acquisitions for California on
Answered on Feb 2, 2018
Robert Philip Cogan's answer
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.

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

2 Answers | Asked in Mergers & Acquisitions for California on
Answered on Jan 15, 2018
Robert Philip Cogan's answer
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.

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

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Jan 6, 2018
Jonathan R. Roth's answer
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.

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

1 Answer | Asked in Mergers & Acquisitions and Immigration Law for California on
Answered on Dec 8, 2017
Jonathan R. Roth's answer
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.

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

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Nov 27, 2017
Robert Philip Cogan's answer
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" does not determine how budget approvals are done or a whole raft of other issues. Consulting an attorney who has been through this scenario (I am one of many) would be a good idea.

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

2 Answers | Asked in Business Law, Mergers & Acquisitions and Tax Law for California on
Answered on Nov 10, 2017
Jonathan R. Roth's answer
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 sure you are properly protected so that both creditors and government agencies do not have a claim against you.

So you need to know what the debts and taxes that are currently owed by the...

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

2 Answers | Asked in Mergers & Acquisitions for California on
Answered on Oct 24, 2017
Jonathan R. Roth's answer
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.

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

2 Answers | Asked in Mergers & Acquisitions for California on
Answered on Oct 9, 2017
Jonathan R. Roth's answer
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 company. CA Corp merges into NV Corp- NV Corp is the surviving corporation and files as a foreign corporation in CA.

2. The two companies merge into a new corporation C, then C can either own...

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

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Sep 19, 2017
Jonathan R. Roth's answer
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 sellers for the damage they have done. I suggest you contact a good corporate attorney who also does litigation as soon as possible.

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

2 Answers | Asked in Intellectual Property and Mergers & Acquisitions for California on
Answered on Aug 25, 2017
Robert Philip Cogan's answer
You can work with an intellectual property attorney to develop a package before you contact companies that seek licensing deals for intellectual property owners.

Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.

The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.

Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.