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California Mergers & Acquisitions Questions & Answers
1 Answer | Asked in Business Law, Mergers & Acquisitions and Tax Law for California on
Q: I owe the CDTFA a tax balance generated by my business corporation that I no longer own. do I have liability protection?

The company was sold but only the assets were acquired. Does the tax debt fall on me personally?

David S. Greenberg
David S. Greenberg answered on Nov 18, 2021

Section 6829 of the Revenue and Taxation Code provides that the California Department of Tax and Fee Administration (CDTFA) may pursue collection action against certain corporate personnel for any unpaid corporate sales and use tax liability.

1 Answer | Asked in Civil Litigation and Mergers & Acquisitions for California on
Q: Is my mother in law allowed to be in my house when her son is at work and it's just me and my kids when she's yelling me

I called and talk to the police department and she can be Danny my husband mom what will not leave our house but if Danny goes to work is she still allowed to be in my house if he's not there and it's just me,and my kids I don't know what to do

Maurice Mandel II
Maurice Mandel II answered on Sep 11, 2021

You can obtain a Civil Restraining Order re: Harassment against her and apply for an order from a judge to keep her out of the house. In my opinion, you should contact a local attorney to discuss your personal situation.

1 Answer | Asked in Contracts, Mergers & Acquisitions and Real Estate Law for California on
Q: Can I revise my lease if ownership is changed?

I renewed my lease a month ago which goes into effect in two days. Today I was informed that ownership and management has changed as of today. All of the rent prices dropped significantly. Am I stuck for the next 15 months paying the higher rent which I signed or since there is new ownership can I... Read more »

Maurice Mandel II
Maurice Mandel II answered on Mar 19, 2021

Go see them and negotiate a change in your lease to upgrade your apartment or get a reduction. If they won't do it, sue in small claims for the difference over the term of the lease or see a local Tenant's rights attorney.

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3 Answers | Asked in Car Accidents, Mergers & Acquisitions, Traffic Tickets and Criminal Law for California on
Q: My ex boyfriend hit me in the face and ran into a tree with his truck he was given a ticket for driving with no license

Or insurance the police gave him a pink ticket and he has court case, he said i grabbed the strearing wheel and tried to crash on purpose. How can you know if the court opens a case against his accusations

David Michael Lehr
David Michael Lehr answered on Feb 17, 2021

If they didn't give you a ticket, then it is very likely that you don't have a case. You can check the courts online periodically to verify for up to one year.

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2 Answers | Asked in Civil Litigation, Contracts and Mergers & Acquisitions for California on
Q: Is a Contract automatically canceled that do not have a force majeure clause language in the contract?

I have a wedding scheduled for the end of this year in Los Angeles county CA. However California restrictions do not allow any indoor events. My contract do not have any Force majeure language. If the venue cannot host my event do to the COVID-19 pandemic Restrictions or if it is unreasonable To... Read more »

Maurice Mandel II
Maurice Mandel II answered on Sep 10, 2020

I know weddings can be very expensive, however, it may be difficult to find an attorney by posting a question on this site, Our TOS do not allow us to write a response that solicits you to call us. You have to find an attorney and call them. Next, there is no "automatic cancellation."... Read more »

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Q: Can my business partner use the companies attorney in a partnership dispute? The fees are paid by company.

Am I entitled to know discussion since it was paid for by company funds.

Gregory Byrnes
Gregory Byrnes answered on Apr 9, 2020

Typically no because that is a conflict of interest for the attorney. The company is the client, not the shareholder and representation of the shareholder individually is usually a conflict. Additionally, if the company is paying for the personal expenses (their personal legal fees) of the... Read more »

1 Answer | Asked in Business Law, Contracts, Employment Law and Mergers & Acquisitions for California on
Q: My company just merged. Does the new company that formed have to honor my contract ?

My contract states I will be provided a free health plan or stipend towards another plan. The newly formed company is not providing this and rates have gone up to over 2K a year. Does my new employer have to honor my contract if they are not firing me or providing a new contract for me to sign?... Read more »

Neil Pedersen
Neil Pedersen answered on Dec 4, 2019

Your post is not entirely clear about your relationship with this company, nor does the post have additional information needed to provide a clear, reliable answer. Assuming you are an employee, and not an independent contractor, when your employer sells to another company, such that you are now... Read more »

1 Answer | Asked in Contracts, Business Formation, Health Care Law and Mergers & Acquisitions for California on
Q: How do you ensure equal profit and sharing of profit of a PC and an aesthetician? Are there options to allow this In CA

Trying to form a corporation in CA with a medical director owning majority shadows but not working, a PA doing all fillers and Botox and the goal is to allow the esthetician to profit share or share hold to ensure equality. She is bringing in the majority of patients (over 300) and if we expand and... Read more »

Joseph Franklin Klatt
Joseph Franklin Klatt answered on Nov 18, 2019

You need to speak to a lawyer in person about this, because this can't be addressed in a simple Q&A format. The big problem here is that there are rules that govern doctors and how they can form medical partnerships. There may be a way of accomplishing your objectives, but it may need to... Read more »

1 Answer | Asked in Juvenile Law, Mergers & Acquisitions and Traffic Tickets for California on
Q: I got a ticket for disobeying sign/signal/ markings at intersection in BH, officer gave me a juvenile ticket but I’m 19
Marc David Pelta
Marc David Pelta answered on Jul 7, 2019

You should contact an experienced criminal defense attorney to schedule a case review, most do not charge for the first meeting with you and then you can consider your options.

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
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...
Read more »

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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.
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
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
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
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
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
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
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
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
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... 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
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.

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