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California Mergers & Acquisitions Questions & Answers
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
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
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
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
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... 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
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
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
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
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... Read more »

Robert Philip Cogan
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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2 Answers | Asked in Mergers & Acquisitions for California on
Q: If I decide to merge my company with another local business, can I still manage my own employees?
Jonathan R. Roth
Jonathan R. Roth answered on Aug 9, 2017

It will depend upon the terms of the Merger and what position and authority you keep.

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2 Answers | Asked in Mergers & Acquisitions for California on
Q: Are mergers really only done when one business is financially suffering and needs another to help it out, or are there

other reasons to consider it?

Jonathan R. Roth
Jonathan R. Roth answered on Jul 22, 2017

There are lots of reasons for a merger: sale and someone wants to retire, one company wants to grow by acquisition, the concept of synergy- two companies merge to become more efficient and better able to compete with larger competitors; one company has a technology or customer base another one... Read more »

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1 Answer | Asked in Mergers & Acquisitions and Trademark for California on
Q: Serial Number 85915747 How do we buy the rights to an abandoned Trademark?
Robert Philip Cogan
Robert Philip Cogan answered on Jul 13, 2017

Why do you want to buy an abandoned trademark? What benefit do you hope to get? Will buying the abandoned trademark confer that benefit?

It may be helpful to look at tutorial material at www.uspto.gov.

It seems as though you may wish to consult with an attorney to see what legal...
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1 Answer | Asked in Mergers & Acquisitions for California on
Q: What type of corporate entity should I choose for my business to attract a buyout by an investor?
Jonathan R. Roth
Jonathan R. Roth answered on Jun 23, 2017

If you mean to have someone buy your business in total from you, the choice of entity is not that important since the Buyer is going to want to do an asset purchase. If you are talking about an investor buying into your business that is different and it will depend on both the kind and size of the... Read more »

1 Answer | Asked in Mergers & Acquisitions for California on
Q: If a larger entity buys out the company I work for, can they change employee benefits?
Jonathan R. Roth
Jonathan R. Roth answered on Jun 2, 2017

It depends on how the larger company acquires your company. If it purchases its assets only, it is likely that it can all the benefits and will offer all or less than all current employees whatever benefits it currently offers its other employees. If it buys the company's stock, unless it is... Read more »

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 California on
Q: When two companies merge, do employees get to keep their existing benefits?
Ali Shahrestani, Esq.
Ali Shahrestani, Esq. answered on Apr 21, 2017

Any contractual obligations of either employer should be upheld, despite any merger.

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 with an...
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2 Answers | Asked in Business Law, Contracts and Mergers & Acquisitions for California on
Q: Can i change unfavorable terms in a non-disclosure agreement without telling the other party before i sign?

I requested information on a business for sale through a broker, they sent me a non-disclosure agreement that stipulates if for any reason we go into litigation i am responsible for the legal fees they incur.

N. Munro Merrick
N. Munro Merrick answered on Sep 8, 2016

I assume they sent you the non-disclosure agreement before they disclosed private information about the business. Pretty common requirement. If you plan on disclosing the info, I would not sign it, but I do not know of a business broker who would disclose financial information about a business... Read more »

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