Last year I created an S-corp in NY after the suggestion for tax purposes by an accountant. What I didn't realize was that I needed to be a professional corporation first, and then elect S-corp status because I am a licensed therapist. I have income, bank/credit accounts, and a loan under the... Read more »
I would just start over. I am not sure what you would be merging. What assets are you talking about?
If it is "inside" information, then yes.
No. It depends on the partnership agreement, if any, and what business is continuing.
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 »
The answer is both state and federal law apply.
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 »
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 »
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 »
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.
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.
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.
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 »
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.
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 »
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 »
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.
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 »
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 »
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 »
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 »
Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.
The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.
Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.
