Jonathan R. Roth's answer First determine the reputation of the organization. Analyze what the costs are and what the training provides. Ask to talk to existing franchisees or simply go to a relatively close franchisee and speak to them. Check to see if they are registered in your state and if there are pending complaints against them.
There is a very good article written by Susan Adams on things to look at before you buy a franchise. I recommend you read it....
1. have someone independently value the stock being purchased without adjustment for minority ownership or lack of control (there are a variety of ways to deal with selection of who values the business);
2. look at any stockholder agreement that exists for how it determines value;
If they can't agree upon price of the stock, are they going to be able to work together? Are both sons going to work in the...
Jonathan R. Roth's answer In any transaction each party should disclose any material information that might impact the other party's decision to move forward. Generally, each company should disclose their financial information and any known potential liabilities such as potential lawsuits, potential liabilities for recalls of products. There should be a discussion of the retention of key employees and whether licenses held by one company or the other can be assigned without the consent of the owner of the license. The...
Robert Philip Cogan's answer Usually, company C takes company B subject to all its obligations, e.g., a contract with company A. One way to address this is by having your attorney address in the contract what happens if you get terminated without proper cause.
Pawnee A. Davis' answer Changing the name would have no effect. So, I would advise you make the businesses one business. You have not said what type of business Company A is. But should they have the same or similar purposes it should be fine. However, I do urge you to consult with an attorney so that he or she can get more details to be certain they are advising you correctly.
Robert Philip Cogan's answer A few weeks to a few years, depending on how complicated the business is, whether you are agreed on the price, whether licenses need to be transferred, whether you agree on future non-competition obligations, other business factors, and whether you have lawyers who focus on getting the deal closed.
Jonathan R. Roth's answer Timing for completion of a merger depends on the tax implications of the merger and the seasonal operations of the businesses involved. Those factors should dictate the timing of the merger.
Richard Winblad's answer Never seen a daiquiri shack in Oklahoma. This would probably be considered a bottle shop since the beverage is to be consumed off-premises. Aside from local restrictions (city / county) look at. http://www.oar.state.ok.us/oar/codedoc02.nsf/frmMain?OpenFrameSet&Frame=Main&Src=_75tnm2shfcdnm8pb4dthj0chedppmcbq8dtmmak31ctijujrgcln50ob7ckj42tbkdt374obdcli00_
Jonathan R. Roth's answer The probable answer is that both of you would be responsible depending upon if substantially all of the assets of the first company were sold to a new company. You could buy the company and get an indemnification.
The initial liability stays with the first company. The second company could be liable if the price is not sufficient or you purchased almost all of the company's assets.
Assuming the company is an LLC or a Corporation there would be no personal liability save for...
Jonathan R. Roth's answer It will depend on the manner and terms of the acquisition. Assuming the buyer wants to retain the employees with the Visa then you need to speak to an immigration attorney prior to finalizing the acquisition documents.
Robert Philip Cogan's answer There are many such instances. In some cases, the acquirer will not even buy the company unless the founder stays. Merely writing it into the paperwork does not mean that you will achieve your objectives. You need to have a detailed understanding with the acquirer. Just saying "running the company" does not determine how budget approvals are done or a whole raft of other issues. Consulting an attorney who has been through this scenario (I am one of many) would be a good idea.
Jonathan R. Roth's answer If the terms of the purchase and sale are drafted by an attorney who knows their business, the only thing you will be obligated to pay for are the assets you buy and any debts you agree to assume. If you in fact are going to buy substantially all of the assets of the business then you need to make sure you are properly protected so that both creditors and government agencies do not have a claim against you.
So you need to know what the debts and taxes that are currently owed by the...
Jonathan R. Roth's answer 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 changed.
Jonathan R. Roth's answer 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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