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... View More

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

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.

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... View More

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... View More

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... View More

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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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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.

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.

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.

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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... View More

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... View More

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.

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... View More

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... View More

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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.

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

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... View More

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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... View More

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... View More