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Mergers & Acquisitions Questions & Answers
1 Answer | Asked in Business Law, Mergers & Acquisitions, Civil Litigation and Securities Law for California on
Q: I run a business in Los Angeles and received a Wells Notice after testifying, without an attorney.

hvm

James L. Arrasmith
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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

1 Answer | Asked in Mergers & Acquisitions for Utah on
Q: No predatory pricing case law
T. Augustus Claus
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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

1 Answer | Asked in Civil Litigation, Contracts and Mergers & Acquisitions for Tennessee on
Q: If a title loan company is bought out by another company and I didn’t sign a new contract does this void my old contract

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

Anthony M. Avery
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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

1 Answer | Asked in Contracts, Business Law and Mergers & Acquisitions for Georgia on
Q: What is a business trust? And how does one purchase a business that is owned by a trust and an individual? Thanks
T. Augustus Claus
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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...
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1 Answer | Asked in Criminal Law, Federal Crimes and Mergers & Acquisitions for California on
Q: I owe federal restitution, over $100k, but the corporate victim was bought by another corporation, so I still owe?

$36k was originally recovered but I’m still paying for that as well.

James L. Arrasmith
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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

2 Answers | Asked in Business Formation, Business Law, Contracts and Mergers & Acquisitions for Florida on
Q: Can I share transaction details w/a business broker/consultant without breaching a business contract? and with a lawyer?

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

Venus Caruso
Venus Caruso
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

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2 Answers | Asked in Business Formation, Business Law, Contracts and Mergers & Acquisitions for Florida on
Q: Can I share transaction details w/a business broker/consultant without breaching a business contract? and with a lawyer?

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

Terrence H Thorgaard
Terrence H Thorgaard
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

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3 Answers | Asked in Business Law, Mergers & Acquisitions and Contracts for California on
Q: Who is the owner of accounting data for a business after a business sale?

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.

Shawn R. Jackson
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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

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3 Answers | Asked in Business Law, Mergers & Acquisitions and Contracts for California on
Q: Who is the owner of accounting data for a business after a business sale?

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.

Adam Stoddard
Adam Stoddard
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

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3 Answers | Asked in Business Law, Mergers & Acquisitions and Contracts for California on
Q: Who is the owner of accounting data for a business after a business sale?

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.

James L. Arrasmith
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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

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1 Answer | Asked in Bankruptcy, Business Law and Mergers & Acquisitions for Washington on
Q: Can litigation be used to drain a company of its capital and leave it vulnerable to a takeover by the plaintiff?

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

Timothy Denison
Timothy Denison
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.

Q: How can I get the $13k I have in a closed account that the bank refuses to send to me. Its been over a year.

Hi, I deposited a $13k annuity check into my individual brokerage account with ETrade, but the day it cleared my account was restricted pending ID verify. Phone camera was broken wouldn't take quality pics, so I knowingly altered and submitted a copy of an expired ID that was saved to my pc.... View More

Allen Charles Frankel
Allen Charles Frankel
answered on Feb 29, 2024

Your issue may require a review of the terms and conditions that you agreed to when opening the account.

However, I would also recommend that you conduct a name search of the New York State Comptroller's Office of Unclaimed Funds. https://www.osc.ny.gov/unclaimed-funds. New York...
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1 Answer | Asked in Civil Litigation, Contracts and Mergers & Acquisitions for Texas on
Q: I was told by my director of transportation for the school district Irving that I should resign before being terminated

Because I have been missing days but I have been using my sick days an personal days for the time that i have been off, I currently have 22hr of personal days left I can use. I have in till the end of the school year of work. because he has pushed my name forward to be terminated before the... View More

Tim Akpinar
Tim Akpinar
answered on Feb 23, 2024

A Texas attorney could advise best, but your question remains open for two weeks. An employment law attorney should advise on this, and the question may have been overlooked in the selected categories. You could repost and add "Employment Law," or since two weeks have elapsed, considering... View More

1 Answer | Asked in Contracts, Employment Law and Mergers & Acquisitions for Oregon on
Q: Corporate acquisitions - Is the acquirer bound to uphold hiring contracts established by the acquiree?

Oct 2022, as part of accepting a job with Company A, I signed a job offer that dictated annual salary of $128k and a bonus of 5-10% dependent on performance. May 2023, Company A was acquired by Company B. Oct 2023, annual review went very well, but I was informed by my direct manager that Company B... View More

Robert Alex Fleming
Robert Alex Fleming
answered on Jan 5, 2024

In a corporate acquisition, the acquirer typically conducts due dilligence to review the existing employment contracts of the acquiree. The approach depends on the type of acquisition. In an asset purchase, the acquirer can select which contracts to assume, including their terms. Conversely, in a... View More

Q: I have questions about business conspiracy. Would like to find lawyers in Durham area, specializing biz & employment law

Entity A and B teaming up to against my best interest - deferred salary and compensation, in a total over $170k.

N'kia (NLN)
N'kia (NLN)
answered on Jun 20, 2023

This is only a Q&A forum where members of the public can post legal questions and attorneys can provide legal information. To connect with an attorney to assist with a legal matter, you might try searching the directory and reaching out to someone directly. Good luck!

1 Answer | Asked in Business Law, Civil Litigation and Mergers & Acquisitions for New York on
Q: I live in a mobile home park, we are selling our realtor was told by buys that Management of the park saying

Our house is for rent not for sell and management knows it's for sell. What can we do when management is Sabotaging the sell

Peter J. Weinman
Peter J. Weinman pro label Lawyers, want to be a Justia Connect Pro too? Learn more ›
answered on May 18, 2023

Why do you suppose management wants to sabotage your sale? Is it possible the buyer got confused about the difference between buying your unit and renting the spot in the park?

Q: Renewal of employment contract on partial disability

I am a partner of a large professional firm and a full-time contract paid me well with benefits. Last year I developed a disability and since have been on partial disability. Our group had a vote and decided to sell the company to another prominent organization. In my profession, 1-3 year contracts... View More

N'kia (NLN)
N'kia (NLN)
answered on Apr 9, 2023

There are quite a few factors that could potentially affect your rights. For just a few examples:

Are you an owner or an employee? How recently did the new company take over? Was the promise for equivalent pay included in a written contract between the two companies? Etc.

To be...
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Q: What is the federal marijuana trafficking interstate distribution charge for no more than 50 pound's delivery

I'm a retired black market cannabis wholesale distributor Been out of the busses for years now, I'm so desperate I'm about to break bad in the information super highway online mail order marijuana distribution interstate distribution, no more than 50 pound's a shipment.

Timothy Denison
Timothy Denison
answered on Jan 16, 2023

21 USC 841 and 960.

1 Answer | Asked in Business Law, Contracts and Mergers & Acquisitions for New York on
Q: Can I be held liable (by a new entity) for an NDA I signed with a company that is 100% sold to a new buyer or entity?

If I signed an NDA as a member of a now defunct LLC with a company for an “indefinite term.” Very general NDA to protect trade secrets, recipes, etc. If the owner of the company who I signed the NDA with passes away, and his heir takes over his rights (both business and estate), and sells the... View More

Jack Mevorach
Jack Mevorach
answered on Sep 20, 2022

Depending on the language of the NDA, yes. Have a free telephone consultation with counsel.

Jack

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