Mergers & Acquisitions Questions & Answers by State

Mergers & Acquisitions Questions & Answers

Q: When two companies decide to merge, what financial information are they legally obligated to disclose to each other?

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Feb 17, 2018

In any transaction each party should disclose any material information that might impact the other party's decision to move forward. Generally, each company should disclose their financial information and any known potential liabilities such as potential lawsuits, potential liabilities for recalls of products. There should be a discussion of the retention of key employees and whether licenses held by one company or the other can be assigned without the consent of the owner of the license. The...
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Q: Can a not-for-profit organization exist by just donating all of its profit instead of taking specific actions?

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions for Florida on
Answered on Feb 16, 2018

Short answer. Maybe. However this question is beyond the scope of this site.

You need to consult with a business law attorney on this issue as it is more complex than just a simple yes or no answer.
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Q: I have lived in an apartment without being on the lease with my daughters from 1998-2009. ..

1 Answer | Asked in Contracts, Land Use & Zoning, Mergers & Acquisitions, Real Estate Law and Landlord - Tenant for New York on
Answered on Feb 13, 2018

If it burned down what apartment could anyone get back? Unless you are an arsonist and burned it down, you cannot get "charged" with anything.
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Q: Can a police officer write me citation for driving on revoked even if he did not pull me over.?

1 Answer | Asked in Civil Rights, Constitutional Law, Criminal Law, Mergers & Acquisitions and Traffic Tickets for North Carolina on
Answered on Feb 6, 2018

GREAT QUESTION - We've seen this happen in the past, although it involved a law enforcement officer whom was basically a neighbor and regularly checked DMV records.

While a citation may be written, that does NOT necessarily mean it can be proven in court.

Makes sense to talk to an experienced attorney ASAP.

Bill Powers

North Carolina Traffic Law Attorney

CarolinaAttorneys.com
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Q: If tenants in common disagree on a partition by sale will verbal agreements which are not recorded be considered

1 Answer | Asked in Civil Litigation, Real Estate Law, Intellectual Property and Mergers & Acquisitions for California on
Answered on Jan 31, 2018

The right to partition is generally independent of verbal agreements. While they can be considered, the real issue is can the property be divided equitably without requiring sale.
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Q: Sale of mobile home cooperative: what percentage positive vote is required to accept offer to buy.

1 Answer | Asked in Contracts, Mergers & Acquisitions, Business Law and Real Estate Law for Florida on
Answered on Jan 24, 2018

No way to say here online. First step would be to have an attorney review the MH cooperative documents as they should set such requirements.

Good luck,
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Q: State GA -My father and mother died over 35 years ago and left 80 acres. Do we need two estates to settled the estate?

2 Answers | Asked in Estate Planning, Mergers & Acquisitions and Real Estate Law for Georgia on
Answered on Jan 18, 2018

At this point, it might not be necessary to have a probate proceeding for either estate. It might be possible to address the title issues by use of an "affidavit of descent." However, with 10 deceased children, preparation of such an affidavit could be quite complicated. You should consult with a probate attorney or real estate attorney who is familiar with these type of legal issues.
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Q: I developed an APP, Website for a client with shares. Client refuses to cooperate to original contract, need legal doc.

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions for New York on
Answered on Jan 18, 2018

I don’t see a question here it seems that you need to hire an attorney to represent you, am I correct?

Feel free to call

Sincerely,

Inna Fershteyn

Law Office of Inna Fershteyn and Associates, P.C.

1517 Voorhies Ave, Suite 400

Brooklyn, NY 11235

tel: 718-333-2394

fax: 718-701-8859

www.BrooklynTrustandWill.com
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Q: A competing business offered to take over my business (essentially buying it out) and I'm interested. How long does an

2 Answers | Asked in Mergers & Acquisitions for California on
Answered on Jan 15, 2018

A few weeks to a few years, depending on how complicated the business is, whether you are agreed on the price, whether licenses need to be transferred, whether you agree on future non-competition obligations, other business factors, and whether you have lawyers who focus on getting the deal closed.
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Q: Is there a best time of year to complete a merger in California?

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Jan 6, 2018

Timing for completion of a merger depends on the tax implications of the merger and the seasonal operations of the businesses involved. Those factors should dictate the timing of the merger.
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Q: Prop. manager for the house we are leasing is refusing to work w/ us until a tenant removes BBB review. Is this legal?

1 Answer | Asked in Landlord - Tenant, Mergers & Acquisitions and Real Estate Law for Texas on
Answered on Jan 6, 2018

No it is not legal to refuse to meet his managerial obligations because you filed a complaint or a poor review. I suggest you contact a local attorney who can direct you to who to complain to locally at the government level about the condition of the premises and the actions of the manager. I doubt under Texas law the Manager has any recourse as long as the complaints are true.
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Q: Need to find out what the exact limitations are within the Oklahoma liquor laws. Can I open a drive thru daiquiri shack?

1 Answer | Asked in Business Formation, Business Law, Civil Litigation and Mergers & Acquisitions for Oklahoma on
Answered on Dec 31, 2017

Never seen a daiquiri shack in Oklahoma. This would probably be considered a bottle shop since the beverage is to be consumed off-premises. Aside from local restrictions (city / county) look at. http://www.oar.state.ok.us/oar/codedoc02.nsf/frmMain?OpenFrameSet&Frame=Main&Src=_75tnm2shfcdnm8pb4dthj0chedppmcbq8dtmmak31ctijujrgcln50ob7ckj42tbkdt374obdcli00_
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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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