Mergers & Acquisitions Questions & Answers by State

Mergers & Acquisitions Questions & Answers

Q: Should a 10% shareholder of an established LLC have access to an independent contractors personal information?

1 Answer | Asked in Mergers & Acquisitions and Employment Law for Illinois on
Answered on Oct 20, 2018
T. J. Jesky's answer
This is a good question. If the 10% shareholder is involved in the day-to-day business operations of the LLC, I can see where they might have access to this information.

If the shareholder is a passive investor, the managing member of the LLC may have passed the line in sharing this information with the 10% shareholder.

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: If an agreed upon merger ends up not happening because one company pulls out last-minute, what are the other company's

1 Answer | Asked in Mergers & Acquisitions for Florida on
Answered on Sep 16, 2018
Stefan Dunkelgrun's answer
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?

1 Answer | Asked in Mergers & Acquisitions for Hawaii on
Answered on Sep 16, 2018
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.

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
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...

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 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
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.

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: 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
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.

Q: My grandmother wants to sign the deed for her property over to me in Puerto Rico. what complications may I face?

1 Answer | Asked in Mergers & Acquisitions, Real Estate Law, Tax Law and Estate Planning for Puerto Rico on
Answered on Jun 11, 2018
Nelson Jose Francisco Alvarez-Aponte's answer
Good evening and thank you for using JUSTIA. There are various questions you need to be answered before you accept such as is there a mortgage, is this her only property, are there any children (future inheritors), is it tax free, any liens, ect. The first thing you should do is have a title search done to find answers to your questions. Once this has been done you will then know the economical burden if any and if the deed is free and clear of any claim. The next step is to verify the future...

Q: Can I sue a school for not having proper life guard training

1 Answer | Asked in Civil Litigation, Education Law and Mergers & Acquisitions for New Jersey on
Answered on May 26, 2018
Stuart Nachbar's answer
If you had a cause of action, and I am not sure if you did, you needed to bring the action within 2 years of your 18th birthday. As you stated that you are 21, you have lost any action you might have had.

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: 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
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.

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
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.

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: 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
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...

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...

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