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California Mergers & Acquisitions Questions & Answers
1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions for California on
Q: Dissolution and closing of a Personal Service C Corp upon the death of sole shareholder & president

A Personal Service C Corp had only one shareholder, who was also the president. Upon the death of the sole shareholder & president, the business is closed and the C Corp needs to be dissolved. The Secretary of the C Corp will sign the Certificate of Dissolution to be filed with the Secretary of... View More

James L. Arrasmith
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answered on May 15, 2024

In the case of a Personal Service C Corporation with a single shareholder who was also the president, and upon their death, the corporation needs to be dissolved and closed. Here's a step-by-step guide on how to proceed:

1. Appoint a new director: If the deceased shareholder was the...
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2 Answers | Asked in Employment Law, Business Law, Civil Litigation and Mergers & Acquisitions for California on
Q: Enforcing a judgment on a dissolved corporation

I sued my employer (it's a nonprofit organization) a couple of years ago, but since then, it has sold some of its assets to a third party and transitioned to a new corporation under a different name, but the executives and the board of directors remain the same. How will this transition impact... View More

Neil Pedersen
Neil Pedersen
answered on May 7, 2024

Yes, this will significantly complicate things. Far more information would need to be known about the situation to provide any solid guidance. If you have not yet procured a judgment, there are things you will need to do now to try to wrangle the new entity into the lawsuit, and depending on the... View More

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2 Answers | Asked in Employment Law, Business Law, Civil Litigation and Mergers & Acquisitions for California on
Q: Enforcing a judgment on a dissolved corporation

I sued my employer (it's a nonprofit organization) a couple of years ago, but since then, it has sold some of its assets to a third party and transitioned to a new corporation under a different name, but the executives and the board of directors remain the same. How will this transition impact... View More

James L. Arrasmith
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answered on May 7, 2024

Under California law, if a corporation has been properly dissolved, it generally cannot be sued. However, there are some exceptions and considerations in your case:

1. Timing: If the lawsuit was filed before the corporation was dissolved, the case can typically proceed. The...
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1 Answer | Asked in Mergers & Acquisitions for California on
Q: Can Fedex and UPS merge to compete with Amazon? If no why not?
James L. Arrasmith
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answered on Apr 15, 2024

It is unlikely that FedEx and UPS would merge to compete with Amazon, for several reasons:

1. Antitrust regulations: A merger between FedEx and UPS, two of the largest shipping and logistics companies in the United States, would likely face significant scrutiny from antitrust regulators....
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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 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

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 Contracts, Criminal Law, Business Law and Mergers & Acquisitions for California on
Q: We have a potential investor who seems to be using a bridge loan looking to invest and providing dodgy documentation.

The investment is for $350,000 but the California-based lender sent through a pre approval letter saying they have $450,000 ready for the investment and is asking to see a draft invoice before signing the investment agreement. This seems like someone is using our pitch deck to secure a personal... View More

James L. Arrasmith
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answered on Oct 3, 2024

It's understandable that you're feeling cautious about this situation. Based on what you’ve described, it’s not typical for an investor to require a draft invoice before signing an investment agreement, especially when the loan or funds seem to come from an external source, like a... View More

1 Answer | Asked in Business Law, Contracts and Mergers & Acquisitions for California on
Q: What might the royalty rate be for selling an instructional course that is already a full-fledged business?

My dad passed away and he was the author of this course offered to pest control companies for their operators to renew their licenses. he was in business for 30+ years. A company wants to take ownership of the course and pay us royalties. What might that percentage and/or structure look like?

James L. Arrasmith
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answered on Sep 12, 2024

When negotiating a royalty rate for selling an instructional course that is already a full-fledged business, several factors will come into play. Typically, royalty rates for educational content can range from 5% to 20% of gross or net sales, depending on the value of the content, the exclusivity... View More

1 Answer | Asked in Banking, Civil Litigation, Intellectual Property and Mergers & Acquisitions for California on
Q: I have a company that has illegal control over my technology how do I get an emergency injunction against them to stop

I have a 20 million dollar lawsuit against a company for breach of contract. They are still using my technology how can I stop them now. they are going to put that money into another account.

James L. Arrasmith
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answered on Aug 13, 2024

To stop the company from using your technology immediately, you need to file for a temporary restraining order (TRO) in court. A TRO is an emergency measure that can halt their actions until a formal hearing can be held. You'll need to demonstrate that you’re likely to win your case and that... View More

1 Answer | Asked in Contracts and Mergers & Acquisitions for California on
Q: Visitation and Custodial Planning

Grant Deed in written Brief has more than assertion to Broadcast, FCC media.

James L. Arrasmith
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answered on Aug 12, 2024

When dealing with a grant deed, especially in the context of visitation and custodial planning, it's important to ensure that the deed aligns with your legal objectives. A grant deed is a legal document used to transfer ownership of real property, and its terms must be clear and legally... View More

1 Answer | Asked in Civil Rights, Libel & Slander and Mergers & Acquisitions for California on
Q: i was arrested repeatedly by police officers in glendale CA. ACCUSED BY MY PERSONAL BANK ACCOUNT.

Police officers in Glendale ca arrest me for using other people credit card identity theft nd DUI my vehicle was parked when he got behind my vehicle I was not driving my vehicle is parked in the side street and they said the reason why they stopping me is I have expired registration!

My... View More

James L. Arrasmith
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answered on Jul 18, 2024

Police officers must have probable cause to search your vehicle without a warrant. If your vehicle was indeed parked and registered correctly, the search and subsequent seizure of your money may have been unlawful. You have the right to challenge the validity of the search and seizure in court,... View More

1 Answer | Asked in Contracts and Mergers & Acquisitions for California on
Q: What right does someone have who receives mail at an apt but isn't on the lease

Ex is not on the lease, lives in apartment, wont leave, gets mail here but hasn't paid rent for the month. We do not have a written contract.

James L. Arrasmith
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answered on Apr 9, 2024

In California, a person who receives mail at an apartment but is not on the lease is considered an "unauthorized occupant" or "squatter." Squatters have limited rights, but the process for removing them can be complicated. Here's what you should know:

1. Tenancy...
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1 Answer | Asked in Business Law, Mergers & Acquisitions and Tax Law for California on
Q: I owe the CDTFA a tax balance generated by my business corporation that I no longer own. do I have liability protection?

The company was sold but only the assets were acquired. Does the tax debt fall on me personally?

David S. Greenberg
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David S. Greenberg
answered on Nov 18, 2021

Section 6829 of the Revenue and Taxation Code provides that the California Department of Tax and Fee Administration (CDTFA) may pursue collection action against certain corporate personnel for any unpaid corporate sales and use tax liability.

1 Answer | Asked in Civil Litigation and Mergers & Acquisitions for California on
Q: Is my mother in law allowed to be in my house when her son is at work and it's just me and my kids when she's yelling me

I called and talk to the police department and she can be Danny my husband mom what will not leave our house but if Danny goes to work is she still allowed to be in my house if he's not there and it's just me,and my kids I don't know what to do

Maurice Mandel II
Maurice Mandel II
answered on Sep 11, 2021

You can obtain a Civil Restraining Order re: Harassment against her and apply for an order from a judge to keep her out of the house. In my opinion, you should contact a local attorney to discuss your personal situation.

1 Answer | Asked in Contracts, Mergers & Acquisitions and Real Estate Law for California on
Q: Can I revise my lease if ownership is changed?

I renewed my lease a month ago which goes into effect in two days. Today I was informed that ownership and management has changed as of today. All of the rent prices dropped significantly. Am I stuck for the next 15 months paying the higher rent which I signed or since there is new ownership can I... View More

Maurice Mandel II
Maurice Mandel II
answered on Mar 19, 2021

Go see them and negotiate a change in your lease to upgrade your apartment or get a reduction. If they won't do it, sue in small claims for the difference over the term of the lease or see a local Tenant's rights attorney.

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3 Answers | Asked in Car Accidents, Mergers & Acquisitions, Traffic Tickets and Criminal Law for California on
Q: My ex boyfriend hit me in the face and ran into a tree with his truck he was given a ticket for driving with no license

Or insurance the police gave him a pink ticket and he has court case, he said i grabbed the strearing wheel and tried to crash on purpose. How can you know if the court opens a case against his accusations

David Michael Lehr
David Michael Lehr
answered on Feb 17, 2021

If they didn't give you a ticket, then it is very likely that you don't have a case. You can check the courts online periodically to verify for up to one year.

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2 Answers | Asked in Civil Litigation, Contracts and Mergers & Acquisitions for California on
Q: Is a Contract automatically canceled that do not have a force majeure clause language in the contract?

I have a wedding scheduled for the end of this year in Los Angeles county CA. However California restrictions do not allow any indoor events. My contract do not have any Force majeure language. If the venue cannot host my event do to the COVID-19 pandemic Restrictions or if it is unreasonable To... View More

Maurice Mandel II
Maurice Mandel II
answered on Sep 10, 2020

I know weddings can be very expensive, however, it may be difficult to find an attorney by posting a question on this site, Our TOS do not allow us to write a response that solicits you to call us. You have to find an attorney and call them. Next, there is no "automatic cancellation."... View More

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