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Mergers & Acquisitions Questions & Answers

Q: What sorts of costs are usually associated with buying a company?

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Mar 11, 2017

This varies wildly based on the type of company. Your question is too vague. More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation with an Attorney. You can read more about me, my credentials, awards, honors, testimonials, and media appearances/ publications on my law practice website. I practice law in CA, NY, MA, and DC in the following areas of law: Business & Contracts, Criminal Defense, Divorce & Child Custody, and...
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Q: When is the best time to secure an NDA when discussing the possible acquisition of my company by another?

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Feb 17, 2017

Usually about the time you are set to begin any serious discussions and/or exchange of information, and definitely prior to conducting due diligence.

The materials provided herein are for informational purposes only and do not constitute advertising, solicitation or legal advice. Consequently, you should not rely upon it as advice about specific legal problems because it does not constitute the rendering of legal advice and does not create any attorney-client relationship. If you need...
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Q: is it illegal for a news company to distribute fake news? Is it illegal for private individuals to distribute fake news?

1 Answer | Asked in Communications Law, Constitutional Law and Mergers & Acquisitions for Michigan on
Answered on Feb 15, 2017

No and no. Individuals may have a right to sue and recover for libel/defamation however if named in and injured reputationally by fake new stories.
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Q: Transferring ownership of single member LLC from father to son in Ohio, what needs to be done for this to happen?

2 Answers | Asked in Business Law, Contracts and Mergers & Acquisitions for Ohio on
Answered on Feb 1, 2017

The IRS assigns EINs to the legal entity, not individual member(s). As a single-member LLC, a sales agreement transferring your LLC shares (membership units) to your son should be sufficient. You should ensure as due diligence that the company's contracts with vendors, customers, etc., are all in the name of the LLC — if not, assign them first. Please note there may be federal income and/or gift tax implications if this transfer is for something other than fair market value and does not pass...
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Q: where can I find form 904- merger the foreign corporation into domestic corporation, new york?

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Jan 27, 2017

What you are probably looking for is a Certificate of merger (or consolidation). You should contact a business attorney for assistance.

The materials provided herein are for informational purposes only and do not constitute advertising, solicitation or legal advice. Consequently, you should not rely upon it as advice about specific legal problems because it does not constitute the rendering of legal advice and does not create any attorney-client relationship. If you need legal or other...
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Q: Are there any good reasons to choose a merger over an acquisition if it's my company that may be bought out?

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Jan 27, 2017

There are tax considerations involved. These vary depending on the whether the transaction is a merger or acquisition, asset sale or stock sale, and the types of entities involved. You should speak with a qualified M&A attorney and an accountant or tax attorney for tax advice.

The materials provided herein are for informational purposes only and do not constitute advertising, solicitation or legal advice. Consequently, you should not rely upon it as advice about specific legal problems...
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Q: Does Oklahoma support the Enhanced Life Estate Deed? Can a Enhanced Life Estate Deed be completed without a lawyer?

1 Answer | Asked in Estate Planning and Mergers & Acquisitions for Oklahoma on
Answered on Jan 4, 2017

Hi, thanks for your question. In Oklahoma, we call this a Transfer-on-Death Deed. Our statutes specifically authorize it. I cannot speak for other attorneys. However, I typically do estate planning matters on a flat fee - which varies depending on the nature and complexity of the documents I am preparing. This could range anywhere from a couple hundred dollars to $2000 or more. Obviously, my fee would be minimal for a Transfer-on-Death Deed. That said, I recommend consulting with knowledgeable...
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Q: I am moving my s corporation to NY from NJ. Should I do it through Merger and then dissolve NJ Company?

1 Answer | Asked in Business Formation, Contracts and Mergers & Acquisitions for New York on
Answered on Dec 30, 2016

Unless you have some undisclosed reason for doing it, there is no reason to do this. Just register the company as a foreign corporation in NY. It is a few hundred dollars.
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Q: Could I be sued for a board game I created that doesn't have a choking hazard warning if I sold the business?

1 Answer | Asked in Business Formation, Business Law, Gaming and Mergers & Acquisitions for Utah on
Answered on Oct 18, 2016

It's hard to answer your question completely without more information. That being said, if the game is no longer yours to license, and you are merely selling the game wholesale to another seller, then I would suggest an indemnity clause in the purchase contract requiring the seller to assume that liability and to cover any legal fees you may incur in defending against suit in the future. There may be other steps required as well depending on the specifics of your situation.
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Q: How do I sell/transfer my half of my company to my partner

2 Answers | Asked in Business Law, Contracts and Mergers & Acquisitions for New York on
Answered on Oct 14, 2016

A simple agreement will suffice. You can then re-register the domain and email account.
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Q: What constitutes voting shares in the eyes of the IRS?

1 Answer | Asked in Tax Law and Mergers & Acquisitions for Virginia on
Answered on Oct 12, 2016

Great question! In answer, a "voting share" refers to a class of shares, the possession of which entitled the bearer to vote on matters related to the corporation or organization. As such, you need to look at the corporate charter, or depending on the structure of an LLC, the operating agreement, to determine what class of shares (or units) have the right to vote.

Need help reviewing a charter to determine which class of shares can vote? Feel free to reach out to me directly at...
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Q: Can i change unfavorable terms in a non-disclosure agreement without telling the other party before i sign?

2 Answers | Asked in Business Law, Contracts and Mergers & Acquisitions for California on
Answered on Sep 8, 2016

I assume they sent you the non-disclosure agreement before they disclosed private information about the business. Pretty common requirement. If you plan on disclosing the info, I would not sign it, but I do not know of a business broker who would disclose financial information about a business they list for sale without one. Also bear in mind that the loser gets to pay the legal fees of the winner, whoever he is. That is California law!
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Q: What is the indirect acquisition concept in U.S., and what level would trigger an open offer?

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Jul 18, 2015

This question can't be adequately answered in the limitations of this forum. You should sit down for a private consultation with a business lawyer.

Q: I am a business brokers selling businesses. I need the right wording for my mandate to make sure I receive commission f

1 Answer | Asked in Mergers & Acquisitions on
Answered on Jul 14, 2015

Best to have an experienced lawyer draft language to protect your interests.

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