Mergers & Acquisitions Questions & Answers by State

Mergers & Acquisitions Questions & Answers

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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Q: I'd like to keep some of the intellectual property related to the sale of my franchise - is that possible?

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Aug 13, 2017

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...
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Q: If I decide to merge my company with another local business, can I still manage my own employees?

2 Answers | Asked in Mergers & Acquisitions for California on
Answered on Aug 9, 2017

It will depend upon the terms of the Merger and what position and authority you keep.
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Q: How do I contact someone and ask to buy their mark?

1 Answer | Asked in Mergers & Acquisitions and Trademark for New York on
Answered on Jul 23, 2017

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.
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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

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.
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Q: Are mergers really only done when one business is financially suffering and needs another to help it out, or are there

2 Answers | Asked in Mergers & Acquisitions for California on
Answered on Jul 22, 2017

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.
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Q: My company is merging with another and the other company's CEO is now going to be the managing partner. Prior to signing

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Jul 22, 2017

Probably not unless you want to argue it was fraud in the inducement and seek to rescind the merger.
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Q: Serial Number 85915747 How do we buy the rights to an abandoned Trademark?

1 Answer | Asked in Mergers & Acquisitions and Trademark for California on
Answered on Jul 13, 2017

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.)
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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

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.
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