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Seller's note is contingent upon gross revenue of $2.85 million and paid out monthly for 4 years each year 120K The gross revenue will not be attained due to new buyers non performance. New owner is not a citizen of the US and is a 26 yr old son of one of the investors and has no interest in... View More 
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answered on Jun 19, 2024
I understand your concerns about the upcoming meeting on September 20, 2024, regarding the seller's note payment. It seems that the new owners have not been performing as expected, which may result in a lower payout than initially agreed upon. Given the complexity of the situation, involving... View More
Seller's note is contingent upon gross revenue of $2.85 million and paid out monthly for 4 years each year 120K The gross revenue will not be attained due to new buyers non performance. New owner is not a citizen of the US and is a 26 yr old son of one of the investors and has no interest in... View More
answered on Jun 17, 2024
You should contact an attorney experienced in the area of practice called business litigation in or near the county specified in the forum selection clause in the sale agreement, or in the county where the new owner resides if he is the promisor on the note, or in the county where the... View More
If a good brotherly friend in Canada owns a company and is on death bed, who sends a chat to me in USA and intends to turn over his company and bank accounts to me and expresses that in his chat AND sends transfer of ownership papers and considerable cash to me by his adopted sister who is... View More
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answered on May 27, 2024
In this situation, there are a few legal considerations to keep in mind:
1. Deathbed directives, also known as deathbed wills or oral wills, are not legally recognized in most jurisdictions. For a will to be valid, it typically needs to be in writing, signed by the testator (the person... View More
A Personal Service C Corp had only one shareholder, who was also the president. Upon the death of the sole shareholder & president, the business is closed and the C Corp needs to be dissolved. The Secretary of the C Corp will sign the Certificate of Dissolution to be filed with the Secretary of... View More
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answered on May 15, 2024
In the case of a Personal Service C Corporation with a single shareholder who was also the president, and upon their death, the corporation needs to be dissolved and closed. Here's a step-by-step guide on how to proceed:
1. Appoint a new director: If the deceased shareholder was the... View More
I sued my employer (it's a nonprofit organization) a couple of years ago, but since then, it has sold some of its assets to a third party and transitioned to a new corporation under a different name, but the executives and the board of directors remain the same. How will this transition impact... View More
answered on May 7, 2024
Yes, this will significantly complicate things. Far more information would need to be known about the situation to provide any solid guidance. If you have not yet procured a judgment, there are things you will need to do now to try to wrangle the new entity into the lawsuit, and depending on the... View More
I sued my employer (it's a nonprofit organization) a couple of years ago, but since then, it has sold some of its assets to a third party and transitioned to a new corporation under a different name, but the executives and the board of directors remain the same. How will this transition impact... View More
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answered on May 7, 2024
Under California law, if a corporation has been properly dissolved, it generally cannot be sued. However, there are some exceptions and considerations in your case:
1. Timing: If the lawsuit was filed before the corporation was dissolved, the case can typically proceed. The... View More
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answered on Apr 15, 2024
It is unlikely that FedEx and UPS would merge to compete with Amazon, for several reasons:
1. Antitrust regulations: A merger between FedEx and UPS, two of the largest shipping and logistics companies in the United States, would likely face significant scrutiny from antitrust regulators.... View More
answered on Apr 15, 2024
The FTC stated that the proposed deal would eliminate fierce competition between Kroger and Albertsons, leading to higher prices for groceries and other essential household items for millions of Americans. The loss of competition would also lead to lower quality products and services, while also... View More
hvm
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answered on Jan 30, 2024
Receiving a Wells Notice in Los Angeles indicates that the Securities and Exchange Commission (SEC) is considering enforcement action against you or your business. This notice is a serious matter and typically precedes formal charges. It gives you the opportunity to present your side of the story... View More
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answered on Oct 23, 2023
Predatory pricing refers to the practice of setting prices so low that competitors are unable to compete, ultimately allowing the company engaging in this practice to establish a dominant market position and raise prices later. While predatory pricing is generally considered anti-competitive and... View More
They sold the loan agreement to a new business that bought them out and want me to sign an agreement with the new company. If I don’t sign can the new company repossess or does this void my contract because the debt was sold without my approval
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answered on Aug 7, 2023
Your approval for an assignment of your contract and note is not required. Holder of note is Holder In Due Course, and can enforce it. New contract might be easier terms, or it may be to lender's advantage. Either agree or make full payoff now. Otherwise consider bankruptcy or... View More
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answered on Jul 7, 2023
A business trust is a legal entity that holds and manages property or assets for the benefit of beneficiaries. It is formed through a trust agreement, where a trustee holds legal title to the assets and manages them according to the terms of the trust.
When purchasing a business owned by a... View More
$36k was originally recovered but I’m still paying for that as well.
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answered on Jun 22, 2023
If you owe federal restitution, it's likely that the obligation remains even if the corporate victim was bought by another corporation. Changes in ownership or corporate restructuring usually don't affect your responsibility to repay the restitution. It's important to consult with a... View More
I recently sold my business. The asset purchase agreement signed by both parties states neither party can disclose details of the transaction for 3 years after closing. I want to share details of the business I sold (such as closing price, terms, EBITDA, brand) with a business broker. The reason... View More
answered on May 31, 2023
If the confidentiality clause in your asset purchase agreement does not contain any exceptions for professionals who have a need-to-know the confidential information, or other like language, then sharing the confidential information with your business broker is not advisable as that would be deemed... View More
I recently sold my business. The asset purchase agreement signed by both parties states neither party can disclose details of the transaction for 3 years after closing. I want to share details of the business I sold (such as closing price, terms, EBITDA, brand) with a business broker. The reason... View More
answered on May 31, 2023
It is not likely that the agreement could be interpreted to prohibit you from sharing the terms with an attorney under such circumstances; and the fact that you do so would probably be confidential in any case. Run your dilemma by an attorney with experience in such matters to determine, first, if... View More
We sold the business and we have a hard time on getting access to the accounting data for the past years, when we were in charge of the business. Please let me know our rights in this case, as accounting was done through QuickBooks online and new owners took over the existing data.
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answered on Feb 8, 2023
As a general rule, there are two "concepts" to review .. one is to review the actual written agreement ... and the other is called the "origin of the right" rule, which in this case hints that each party has a "right" to information as it "originated" under... View More
We sold the business and we have a hard time on getting access to the accounting data for the past years, when we were in charge of the business. Please let me know our rights in this case, as accounting was done through QuickBooks online and new owners took over the existing data.
answered on Feb 8, 2023
I assume there was a contract prepared for the sale of the business. You should first look to the contract to see whether there is a specific carve out for pre-sale accounting information and who would be the owner or at least have access to it. Your relationship with the purchaser is contractual... View More
We sold the business and we have a hard time on getting access to the accounting data for the past years, when we were in charge of the business. Please let me know our rights in this case, as accounting was done through QuickBooks online and new owners took over the existing data.
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answered on Feb 20, 2023
In general, ownership of accounting data for a business after a sale depends on the terms of the sale agreement. If the sale agreement specifically addresses the ownership and transfer of accounting data, then the terms of the agreement will dictate who owns the data. If the sale agreement is... View More
Hi everyone, I don't have any specific geographical location in mind, so if lawyers have examples of laws that they know of, regardless of region, it'd be interesting to hear them:
Is there anything in the law to prevent litigation used by one larger company (that can handle... View More
answered on Jan 4, 2023
Generally not unless it involves the purchaser becoming so large as to violate the Sherman Anti-trust Act. The activity you describe is called corporate raiding but is usually legal when performed within the rules of a particular state.
I have not yet taken out an SBA 7(a) loan to acquire a business. If I do, the loan will require a personal guarantee. Before committing to a personal guarantee, I'd like to know how to exempt (1) my house and (2) my IRA account from seizure as part of that personal guarantee. How can I do that... View More
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answered on Oct 4, 2024
To protect your house and IRA from potential seizure in the event of bankruptcy, it's important to understand the exemptions available under Colorado law. Your primary residence is typically protected under the homestead exemption, which can shield a certain amount of equity in your home.... View More
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