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Mergers & Acquisitions Questions & Answers
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
Answered on Aug 14, 2017
Jonathan R. Roth's answer
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...
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...
Q: I'd like to keep some of the intellectual property related to the sale of my franchise - is that possible?
Ali Ebrahimzadeh, Esq.'s answer
You could feasibly form a contractual agreement to that effect during the sale process. 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...
You could feasibly form a contractual agreement to that effect during the sale process. 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...
Q: If I decide to merge my company with another local business, can I still manage my own employees?
Jonathan R. Roth's answer
It will depend upon the terms of the Merger and what position and authority you keep.
It will depend upon the terms of the Merger and what position and authority you keep.
Q: How do I contact someone and ask to buy their mark?
Jonathan R. Roth's answer
If you go to the Trademark Office and look up the mark, assuming it is registered at the USPTO, it will state who the owner of the mark is and you can write to them.
If you go to the Trademark Office and look up the mark, assuming it is registered at the USPTO, it will state who the owner of the mark is and you can write to them.
Q: Suing company for negligence in handling their immigration matters
2 Answers
| Asked
in
Business Law, Immigration Law and Mergers & Acquisitions
for
New York
on
Answered on Jul 22, 2017
Answered on Jul 22, 2017
Leonard R. Boyer's answer
The employer does not have to consider immigration consequences of it's restructuring. You do not have any viable case from what I can tell.
The employer does not have to consider immigration consequences of it's restructuring. You do not have any viable case from what I can tell.
Q: Are mergers really only done when one business is financially suffering and needs another to help it out, or are there
Jonathan R. Roth's answer
There are lots of reasons for a merger: sale and someone wants to retire, one company wants to grow by acquisition, the concept of synergy- two companies merge to become more efficient and better able to compete with larger competitors; one company has a technology or customer base another one wants.
There are lots of reasons for a merger: sale and someone wants to retire, one company wants to grow by acquisition, the concept of synergy- two companies merge to become more efficient and better able to compete with larger competitors; one company has a technology or customer base another one wants.
Q: My company is merging with another and the other company's CEO is now going to be the managing partner. Prior to signing
Jonathan R. Roth's answer
Probably not unless you want to argue it was fraud in the inducement and seek to rescind the merger.
Probably not unless you want to argue it was fraud in the inducement and seek to rescind the merger.
Q: Serial Number 85915747 How do we buy the rights to an abandoned Trademark?
Robert Philip Cogan's answer
Why do you want to buy an abandoned trademark? What benefit do you hope to get? Will buying the abandoned trademark confer that benefit?
It may be helpful to look at tutorial material at www.uspto.gov.
It seems as though you may wish to consult with an attorney to see what legal steps may help you to reach your business objective.
(See disclaimer at the bottom of this page.)
Why do you want to buy an abandoned trademark? What benefit do you hope to get? Will buying the abandoned trademark confer that benefit?
It may be helpful to look at tutorial material at www.uspto.gov.
It seems as though you may wish to consult with an attorney to see what legal steps may help you to reach your business objective.
(See disclaimer at the bottom of this page.)
Q: (a) Can I use NY as venue for a suit? (b) What type of court should I file in? (c) What type of suit should I file?
3 Answers
| Asked
in
Contracts, Business Law, Civil Litigation and Mergers & Acquisitions
for
New York
on
Answered on Jun 28, 2017
Answered on Jun 28, 2017
Jonathan R. Roth's answer
Under the Letter of Intent does it state what states law and jurisdiction shall apply? if it says FL then you must file in FL. If it is silent, then the issue is do you fulfill the long-arm statute for NY. If you file in New York and the Court decides it does not have jurisdiction you will have to remove the case to FL. However, I would take the LOI and any emails to a local attorney for review and let him tell you if he thinks you can sue in NY or need to retain FL counsel.
Under the Letter of Intent does it state what states law and jurisdiction shall apply? if it says FL then you must file in FL. If it is silent, then the issue is do you fulfill the long-arm statute for NY. If you file in New York and the Court decides it does not have jurisdiction you will have to remove the case to FL. However, I would take the LOI and any emails to a local attorney for review and let him tell you if he thinks you can sue in NY or need to retain FL counsel.
Q: What type of corporate entity should I choose for my business to attract a buyout by an investor?
Jonathan R. Roth's answer
If you mean to have someone buy your business in total from you, the choice of entity is not that important since the Buyer is going to want to do an asset purchase. If you are talking about an investor buying into your business that is different and it will depend on both the kind and size of the investor. Generally, LLCs are used most often in early stages and then if you go public you convert into a corporation. Without knowing more details it is difficult to make a definitive...
If you mean to have someone buy your business in total from you, the choice of entity is not that important since the Buyer is going to want to do an asset purchase. If you are talking about an investor buying into your business that is different and it will depend on both the kind and size of the investor. Generally, LLCs are used most often in early stages and then if you go public you convert into a corporation. Without knowing more details it is difficult to make a definitive...
Q: If someone has expressed interest in buying my company should I have them sign an NDA before we talk specifics?
Donovan A Rodriques' answer
In order to guard the proprietary information of the business, it is generally best practice to enter into a NDA before you begin to disclose specifics. Make sure to consult with a mergers and acquisitions lawyer regarding the specific considerations when negotiating an NDA.
In order to guard the proprietary information of the business, it is generally best practice to enter into a NDA before you begin to disclose specifics. Make sure to consult with a mergers and acquisitions lawyer regarding the specific considerations when negotiating an NDA.
Q: How do I structure a 501c3, when my plans are to grow to national and hyper-local chapters?
2 Answers
| Asked
in
Contracts, Mergers & Acquisitions and Business Formation
for
Florida
on
Answered on Jun 14, 2017
Answered on Jun 14, 2017
Andy Wayne Williamson's answer
I suggest that you hire a business attorney to work with you through this process and get specific one on one advice face to face. This is a large goal that you have which is great but you need to get an attorney on board now and build the structure as you go forward.
I suggest that you hire a business attorney to work with you through this process and get specific one on one advice face to face. This is a large goal that you have which is great but you need to get an attorney on board now and build the structure as you go forward.
Q: When is the best time to sell a business?
Jonathan R. Roth's answer
It is completely dependent on the type of business you are selling. If you are selling a seasonal business like one dependent on beach or summer vacation traffic, then before the season starts. Ultimately a well educated buyer is going to evaluate the business on its last 3-5 years of operations and will want to understand its cash flow on a monthly and quarterly basis. As to a time of year, unlike the purchase of homes, there is no real prime time to sell a business although actually entering...
It is completely dependent on the type of business you are selling. If you are selling a seasonal business like one dependent on beach or summer vacation traffic, then before the season starts. Ultimately a well educated buyer is going to evaluate the business on its last 3-5 years of operations and will want to understand its cash flow on a monthly and quarterly basis. As to a time of year, unlike the purchase of homes, there is no real prime time to sell a business although actually entering...
Q: If I missed court in Columbus county for I citation for driving without a license and paraphernalia. How can I fix it ?
1 Answer
| Asked
in
Civil Litigation, Gov & Administrative Law, Mergers & Acquisitions and Traffic Tickets
for
North Carolina
on
Answered on Jun 5, 2017
Answered on Jun 5, 2017
Q: What are the advantages of a stock sale over an asset sale?
Jonathan R. Roth's answer
The advantage of an asset sale to the Buyer is that the Buyer can avoid undertaking any unwanted liabilities of the Seller. The advantage of a stock sale to the Seller is that he can avoid any depreciation recapture from the sale of equipment. However, if done properly the asset sale can work as well as a stock sale for the Seller. The result is usually the creation of good will which the Buyer will amortize over 15 years. There are a lot of variations of these two sales and each has its...
The advantage of an asset sale to the Buyer is that the Buyer can avoid undertaking any unwanted liabilities of the Seller. The advantage of a stock sale to the Seller is that he can avoid any depreciation recapture from the sale of equipment. However, if done properly the asset sale can work as well as a stock sale for the Seller. The result is usually the creation of good will which the Buyer will amortize over 15 years. There are a lot of variations of these two sales and each has its...
Q: If a larger entity buys out the company I work for, can they change employee benefits?
Jonathan R. Roth's answer
It depends on how the larger company acquires your company. If it purchases its assets only, it is likely that it can all the benefits and will offer all or less than all current employees whatever benefits it currently offers its other employees. If it buys the company's stock, unless it is bound by a union contract or an employee contract it can change the benefits but things like pension plans, 401K plans can be changed but there is a more complex way to do that under the legal...
It depends on how the larger company acquires your company. If it purchases its assets only, it is likely that it can all the benefits and will offer all or less than all current employees whatever benefits it currently offers its other employees. If it buys the company's stock, unless it is bound by a union contract or an employee contract it can change the benefits but things like pension plans, 401K plans can be changed but there is a more complex way to do that under the legal...
Q: Would a UCC search on an entity show me all liens, warrants, and the like available in public records for that entity?
Jonathan R. Roth's answer
It will show you all commercial liens, but not necessarily all warrants or judgments or attachments. Likewise, it will not show you state or federal tax liens or liens against real property. Tax liens you need to check with the state and federal government sites. IRS liens can be searched at the Federal Court closest to you usually. For state tax liens contact the state Treasury or department of revenue for the state. Mortgages and other liens on real estate will be found where the deed to...
It will show you all commercial liens, but not necessarily all warrants or judgments or attachments. Likewise, it will not show you state or federal tax liens or liens against real property. Tax liens you need to check with the state and federal government sites. IRS liens can be searched at the Federal Court closest to you usually. For state tax liens contact the state Treasury or department of revenue for the state. Mortgages and other liens on real estate will be found where the deed to...
Q: My father wants to take over a printing business and wants me to put the business in my name. He has an investor friend
1 Answer
| Asked
in
Business Formation, Business Law, Family Law and Mergers & Acquisitions
on
Answered on May 23, 2017
Answered on May 23, 2017
Jonathan R. Roth's answer
First as the owner you will be responsible for all debts and operations of the business. So to start, the business should be put in a corporation or LLC. You can be the sole manager and thus have control of the business and the investor and your father can own percentages of the business as well. I think you need to speak to an attorney and make sure you are protected so that this business does not put you in bankruptcy if something goes wrong. If the business leases property, you may need...
First as the owner you will be responsible for all debts and operations of the business. So to start, the business should be put in a corporation or LLC. You can be the sole manager and thus have control of the business and the investor and your father can own percentages of the business as well. I think you need to speak to an attorney and make sure you are protected so that this business does not put you in bankruptcy if something goes wrong. If the business leases property, you may need...
Q: I'd like to buy a business in my town - should I buy it as a corporation?
Nancy L Lanard's answer
You should buy only the assets of the business, not the stock or membership interest of the entity that currently owns the business. Most like you should form your own entity - either a corporation or limited liability company to own the business. You should consult with an attorney to advise you. Depending on the type of business, it is likely you will want to own the business as a corporation or LLC.
You should buy only the assets of the business, not the stock or membership interest of the entity that currently owns the business. Most like you should form your own entity - either a corporation or limited liability company to own the business. You should consult with an attorney to advise you. Depending on the type of business, it is likely you will want to own the business as a corporation or LLC.
Q: I would like to buy a small business in my town - should I form a corporation to do that?
Jonathan R. Roth's answer
I generally advise people who operate businesses to form a LLC or Corporation to limit any personal liability related to operating the business. It is not always necessary, but generally a good idea.
I generally advise people who operate businesses to form a LLC or Corporation to limit any personal liability related to operating the business. It is not always necessary, but generally a good idea.
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