Mergers & Acquisitions Questions & Answers by State

Mergers & Acquisitions Questions & Answers

Q: If my company get acquired, how will it impact my employees' H1B statuses?

1 Answer | Asked in Mergers & Acquisitions for California on
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.
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Q: Are there instances where I as the founder of a company could still run the company if it gets acquired? Would that have

1 Answer | Asked in Mergers & Acquisitions for California on
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 company" does not determine how budget approvals are done or a whole raft of other issues. Consulting an attorney who has been through this scenario (I am one of many) would be a good idea.
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Q: The company I worked for was bought out by a larger corporation. We were supposed to get jobs from them but didn't

1 Answer | Asked in Employment Law and Mergers & Acquisitions for Pennsylvania on
Answered on Nov 23, 2017

What terms were agreed upon to buy out by larger group? Did they share decision with employees prior to their deal? Generally, rights of employees are well safeguarded prior to any buy out. Did you receive any mail on your future in the current group of companies? If not, consult Attorney of your local jurisdiction and seek remedies through the court.
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Q: Are mergers and acquisitions regulated by each state or is that governed by federal law?

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Nov 16, 2017

The answer is both state and federal law apply.
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Q: Who pays taxes for the current fiscal year during a small business aquisition?

2 Answers | Asked in Business Formation, Business Law, Mergers & Acquisitions and Tax Law for California on
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 sure you are properly protected so that both creditors and government agencies do not have a claim against you.

So you need to know what the debts and taxes that are currently owed by the...
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Q: If i walk into court put down a tape recorder and announce I am recording, can they stop me? Open and known, in public

2 Answers | Asked in Civil Litigation, Mergers & Acquisitions and Family Law for Florida on
Answered on Nov 2, 2017

Yes. If you want to record a court proceeding you need the Courts permission.
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Q: If a business that's being acquired has a sharp spike or drop in value before it's officially acquired, should the

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Oct 24, 2017

Depending upon the rights to the initial agreement including the right to make changes based on material changes in one or other of the businesses, all things being equaled the terms of the merger and more importantly the reason for the material change should be discussed and if appropriate be changed.
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Q: Should two businesses trying to merge have separate attorneys to most effectively represent both sides?

2 Answers | Asked in Mergers & Acquisitions for California on
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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Q: Moving out when lease ends but 14 days short of 30 day notice

1 Answer | Asked in Civil Litigation, Contracts, Mergers & Acquisitions and Landlord - Tenant for California on
Answered on Oct 15, 2017

Can you discuss with landlord over phone and send him a message too explaining the whole situation, which is out of your control as you just need few days more time to vacate. If not agreed and to avoid security forfeiture, better you put your households effects in storage and can travel with peace of mind.
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Q: What's the easiest way to merge my company with another incorporated in Nevada?

2 Answers | Asked in Mergers & Acquisitions for California on
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 company. CA Corp merges into NV Corp- NV Corp is the surviving corporation and files as a foreign corporation in CA.

2. The two companies merge into a new corporation C, then C can either own...
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Q: What would be the best way to go about buying the land or whatever?

1 Answer | Asked in Contracts, Land Use & Zoning, Mergers & Acquisitions and Real Estate Law on
Answered on Sep 28, 2017

There are a variety of ways to protect your investment in the farm. You could buy your father out now on an installment sale so when he dies, your family gets paid the remainder and the money is split according to your father's Will or Trust. Your father gives you a note which is interest only and becomes due when he dies and you can use the Note to offset the purchase price. Your father can give you an option to buy the farm at his death for a specific amount and with appropriate terms,...
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Q: If I as CEO of my company discover the company I've signed on to acquire has doctored its financial health records is

1 Answer | Asked in Mergers & Acquisitions for California on
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 sellers for the damage they have done. I suggest you contact a good corporate attorney who also does litigation as soon as possible.
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Q: A foreign company wants to purchase part of my LLC. Do I have to reform as a C-Corp?

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions for Washington on
Answered on Sep 15, 2017

You would have to elect to be taxed as a partnership or as a C-Corp. A foreign entity cannot own part of an S-Corporation. However depending upon the purpose of the investment and the nature of how you want to operate there may be an alternative set of structures to accomplish your goal.
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Q: Are we entitled to acquisition prescription since my husband has lived in this home since age 12yrs (now 50)?

1 Answer | Asked in Mergers & Acquisitions and Real Estate Law for Louisiana on
Answered on Sep 8, 2017

First contact a local attorney in Louisiana. As a part owner, they need your consent to sell the property or they have to file a petition for partition or the equivalent in Louisiana. You question should be under real property or taking by adverse possession. The real issue in an adverse possession claim is have you lived there with or without the permission of others and has your use been open and notorious under Louisiana Law. I do not practice in Louisiana and your states laws are...
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Q: Is there more than one way two companies can decide to merge? What are they?

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Sep 6, 2017

Are they public or private companies? 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.AEesq.com. I practice law in CA, NY, MA, and DC in the following areas of law: Business & Contracts, Criminal Defense, Divorce & Child Custody, and Education Law....
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Q: Can my ex take our minor children on vacation internationally w/out my consent? Even if nothing in our papers on travel?

1 Answer | Asked in Mergers & Acquisitions, Divorce and Child Custody for Georgia on
Answered on Aug 29, 2017

If there is nothing in the paperwork about travel, you both are free to take the children on vacation where you wish during your parenting time.
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Q: Are there IP attorneys that help find licensing deals for established brands? Can you point me in the right direction?

2 Answers | Asked in Intellectual Property and Mergers & Acquisitions for California on
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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Q: Whats the best way to classify and start a business with 2 owners who have 2 businesses that we want to bring together?

1 Answer | Asked in Business Formation, Contracts and Mergers & Acquisitions for Colorado on
Answered on Aug 17, 2017

To find a paring you will need to meet with a lawyer who can listen to your needs and concerns. Expect to pay for the attorney's time. Be aware that you can contract for advice and filing OR just advice (the far cheaper option for most attorneys). The basic options include separate businesses, parent-subsidiary relationships, and consolidated businesses.
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Q: How can I optimize a sale of business assets when the business is no longer in good standing?

1 Answer | Asked in Business Formation, Mergers & Acquisitions and Tax Law for Delaware on
Answered on Aug 14, 2017

More information is needed to give you more detailed advice, but you have two basic options, revive the DE entity and sell the business or document the transfer of the business to the LLC and have it sell the business. The devil will be in the details. I would recommend you sell the assets of the business as opposed to the entity if you use the DE entity and liquidate it for capital gains purposes. Depending on the facts, there may be more options. I would contact a business attorney to...
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