Mergers & Acquisitions Questions & Answers by State
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Mergers & Acquisitions Questions & Answers
Q: Hello, I am a PhD student in Poland.I am looking for inf on defects of consent in Delaware corporate law (resolutions)
Timur Akpinar's answer
There are a number of different databases out there, some of which are free and some of which charge fees. This could be a narrowly tailored legal search. You could broaden it slightly and possibly retrieve additional search results by including issues of mistake, fraud, meeting of minds, mutual assent and other elements that could challenge the validity of consent.
Tim Akpinar
There are a number of different databases out there, some of which are free and some of which charge fees. This could be a narrowly tailored legal search. You could broaden it slightly and possibly retrieve additional search results by including issues of mistake, fraud, meeting of minds, mutual assent and other elements that could challenge the validity of consent.
Tim Akpinar
Q: If an LLC (with a land lease stating the lease cannot be sold) is sold, does this also mean the lease is sold? Breach?
1 Answer
| Asked
in
Business Law, Contracts, Mergers & Acquisitions and Real Estate Law
for
Pennsylvania
on
Answered on Jan 8, 2019
Answered on Jan 8, 2019
Elizabeth Tarasi's answer
Who is the current landlord? Please give me a call in my office. Your transaction seems a little more involved than can be done in a message forum. My office number is 412-391-7135
Who is the current landlord? Please give me a call in my office. Your transaction seems a little more involved than can be done in a message forum. My office number is 412-391-7135
Q: Am I required to give my employees any notice before my company gets acquired?
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 &...
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: I have recently been robbed of my gift tax inheitence. I have retrieved documents from the tax department recently.
1 Answer
| Asked
in
Civil Litigation, Contracts, Mergers & Acquisitions and Tax Law
for
Virginia
on
Answered on Dec 23, 2018
Answered on Dec 23, 2018
F. Paul Maloof's answer
This sounds like a criminal case. You need to call the federal or state prosecutors to make a complaint. I do not handle your type of case. Sorry.
This sounds like a criminal case. You need to call the federal or state prosecutors to make a complaint. I do not handle your type of case. Sorry.
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
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...
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?
Stefan Dunkelgrun's answer
ask them for their financial records - income statement & balance sheet. You could also ask for a letter from their bank.
ask them for their financial records - income statement & balance sheet. You could also ask for a letter from their bank.
Q: If an agreed upon merger ends up not happening because one company pulls out last-minute, what are the other company's
Stefan Dunkelgrun's answer
that depends entirely on what kind of interim agreements the two companies had.
that depends entirely on what kind of interim agreements the two companies had.
Q: What is a company's board of director's role during a merger?
Stefan Dunkelgrun's answer
the job of the board of directors is to supervise management (the executive officers). Ordinarily, the board would be heavily involved with the discussions surrounding the merger. At the very least, they'd be part of the discussion of what the board of the merged company would look like, which executives would have what role, what their compensation would be, as well as the compensation for executives who will be departing, and the overall pricing / valuation of the merger.
the job of the board of directors is to supervise management (the executive officers). Ordinarily, the board would be heavily involved with the discussions surrounding the merger. At the very least, they'd be part of the discussion of what the board of the merged company would look like, which executives would have what role, what their compensation would be, as well as the compensation for executives who will be departing, and the overall pricing / valuation of the merger.
Q: Should I set up a Limited Partnership or Corporation to buy a business with investors who will not be in its management?
1 Answer
| Asked
in
Business Formation, Business Law and Mergers & Acquisitions
on
Answered on Sep 16, 2018
Answered on Sep 16, 2018
Stefan Dunkelgrun's answer
this is too broad a question with not enough specifics. The legal, managerial, and tax implications of a limited parnership is quite different from that of a traditional corporation, and that's without even discussing some of the other possibilities, like a limited liability partnership, limited liability limited partnership, a limited liability corporation, an S Corporation election, and more.
Besides, you may have different interests than your investors/partners, and may want to...
this is too broad a question with not enough specifics. The legal, managerial, and tax implications of a limited parnership is quite different from that of a traditional corporation, and that's without even discussing some of the other possibilities, like a limited liability partnership, limited liability limited partnership, a limited liability corporation, an S Corporation election, and more.
Besides, you may have different interests than your investors/partners, and may want to...
Q: They want me to sign a letter of intent - that doesn't mean I'm totally locked in, does it?
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.
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 am purchasing a tax/accounting business near Sarasota, Florida. I need an attorney for advice.
2 Answers
| Asked
in
Business Law and Mergers & Acquisitions
for
Florida
on
Answered on Jul 20, 2018
Answered on Jul 20, 2018
Andrea Wheeler's answer
You will need a business lawyer. Look for one that concentrates in business law so that they will have experience with purchases.
You will need a business lawyer. Look for one that concentrates in business law so that they will have experience with purchases.
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
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.
You have not explained what is going on, nor what you want to be answered.
Q: Can a bankruptcy court go back and tell a corporation they have to compensate smaller stockholders
1 Answer
| Asked
in
Bankruptcy, Admiralty / Maritime, Energy, Oil and Gas and Mergers & Acquisitions
for
Florida
on
Answered on Jul 6, 2018
Answered on Jul 6, 2018
Timothy Denison's answer
The court has the power to consider such repayment as you ask, but it is highly unlikely they would exercise it based on the above.
The court has the power to consider such repayment as you ask, but it is highly unlikely they would exercise it based on the above.
Q: Are we able to void the employment contracts of employees from an acquired business?
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.
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: Can my previous property management company hold me to the lease of a company they bought out?
1 Answer
| Asked
in
Mergers & Acquisitions, Real Estate Law and Landlord - Tenant
for
Wisconsin
on
Answered on Apr 23, 2018
Answered on Apr 23, 2018
Sarah Lynn Ruffi's answer
In order to be able to give you an informed answer, I would need to see the lease. If your lease was assignable and if your lease included a 60 day termination provision for a month-to-month tenancy, then you are probably stuck with the 60 day notice period.
In order to be able to give you an informed answer, I would need to see the lease. If your lease was assignable and if your lease included a 60 day termination provision for a month-to-month tenancy, then you are probably stuck with the 60 day notice period.
Q: Can I legally set up an online private exchange for the stocks of a family owned company?
1 Answer
| Asked
in
Business Formation, Business Law and Mergers & Acquisitions
on
Answered on Apr 20, 2018
Answered on Apr 20, 2018
Benton R Patterson III's answer
This is likely subject to SEC regulation. You should speak with a securities lawyer before setting up a share exchange.
This is likely subject to SEC regulation. You should speak with a securities lawyer before setting up a share exchange.
Q: Say I know about a merger between two firms and their stock going to rocket up. Will it be a crime if I buy their stock
1 Answer
| Asked
in
Business Law, Contracts, Mergers & Acquisitions and Securities Law
for
New York
on
Answered on Apr 14, 2018
Answered on Apr 14, 2018
Q: What's the first step to evaluating a franchise? What should I look out for?
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....
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: what differences are there between NY and CA laws governing VCs ?
1 Answer
| Asked
in
Business Law and Mergers & Acquisitions
for
California
on
Answered on Mar 22, 2018
Answered on Mar 22, 2018
Jonathan R. Roth's answer
More information is needed to answer your question. Most VC firms manage funds they create using investors money. In creating those funds they have to comply with SEC rules as well as state rules to the extent they apply. As to the use of the funds that is dictated by the terms of the fund and the agreement governing the investments and the payment of expenses. There are rules governing the fees one can take from investment funds.
If your company is a VC fund, then the limitations...
More information is needed to answer your question. Most VC firms manage funds they create using investors money. In creating those funds they have to comply with SEC rules as well as state rules to the extent they apply. As to the use of the funds that is dictated by the terms of the fund and the agreement governing the investments and the payment of expenses. There are rules governing the fees one can take from investment funds.
If your company is a VC fund, then the limitations...
Q: My son wants to purchase part of the family business from his brother
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...
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...
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