New York Mergers & Acquisitions Questions & Answers
Q: Say I know about a merger between two firms and their stock going to rocket up. Will it be a crime if I buy their stock
If it is "inside" information, then yes.
Q: In New York , does a partnership have to be liquidated in order to complete a buy out?
No. It depends on the partnership agreement, if any, and what business is continuing.
Q: I developed an APP, Website for a client with shares. Client refuses to cooperate to original contract, need legal doc.
My Corporation signed agreement with client to pay fraction of actual cost for an app, website, etc...by providing Corporation 15% partnership. Client failed to fulfill the obligation in many ways, and offered to buy me out. I need a letter that does the following:
1) After payment is... Read more »
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... Read more »
Q: Are mergers and acquisitions regulated by each state or is that governed by federal law?
The answer is both state and federal law apply.
Q: If a business that's being acquired has a sharp spike or drop in value before it's officially acquired, should the
contract be revisited?
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... Read more »
Q: Is there more than one way two companies can decide to merge? What are they?
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/... Read more »
Q: I'd like to keep some of the intellectual property related to the sale of my franchise - is that possible?
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,... Read more »
Q: How do I contact someone and ask to buy their mark?
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
A foreign National employee who had been working with a mulitnational company for a decate and the last 3,5 years in the US on a E-1 Visa.
The employer went thru a Corporate Restructuring and is now not eligbale for E-Visas anymore and the foreign national employee lost his VISA status and... Read more »
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: My company is merging with another and the other company's CEO is now going to be the managing partner. Prior to signing
the paperwork, he verbally agreed that my employees wouldn't be let go, but he seems to be reneging on that promise now that he has all the power. Do I have any recourse?
Probably not unless you want to argue it was fraud in the inducement and seek to rescind the merger.
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?
I am a NY resident. I saw a FL convenience store for sale advertised on a website. I signed an LOI to buy the business via an asset sale. The sale would not include sale of any real estate. Both seller and I signed as individuals. I placed a good faith deposit of around $12k with an escrow agent,... Read more »
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... Read more »
Q: If someone has expressed interest in buying my company should I have them sign an NDA before we talk specifics?
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: What are the advantages of a stock sale over an asset sale?
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... Read more »
Q: I signed a covenant not to compete, but I was laid off due to a company buy-back. Is it still enforceable?
The company was purchased by a majority investor, who came in and laid off 3/4s of the company. I am currently looking for another job but I'm not sure what I can do. My field is very small and the non-compete was for 1 year after severance.
Many non-compete clauses are invalidated because they're too broad. Have a lawyer look at it.
See: http://www.aeesq.com/business-law/employment-lawyer/
More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation with an... Read more »
Q: If companies that are based in different states merge, how do you decide which state's law should apply to the merger?
The merger agreement dictates which state laws apply. As to that decision it depends if it is a merger of equals or one is entity will remain in control. The decision should be based on what is best for the merged entity.
Q: What is the best way to handle employee questions before an acquisition?
There are a variety of ways to handle the information depending upon whether there will be lay-offs or not. If some people are going to lose their jobs, then you need to prepare yourself and them for that event. If no one is being fired or laid-off, then the matter is much easier.... Read more »
Q: What sorts of costs are usually associated with buying a company?
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... Read more »
Q: When is the best time to secure an NDA when discussing the possible acquisition of my company by another?
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.... Read more »
Q: where can I find form 904- merger the foreign corporation into domestic corporation, new york?
I am trying to merge my NJ based corporation with my NY based
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... Read more »
Q: Are there any good reasons to choose a merger over an acquisition if it's my company that may be bought out?
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... Read more »
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