Mergers & Acquisitions Questions & Answers by State

Mergers & Acquisitions Questions & Answers

Q: What's the first step to evaluating a franchise? What should I look out for?

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Apr 6, 2018
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....

Q: My son wants to purchase part of the family business from his brother

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Mar 16, 2018
Jonathan R. Roth's answer
There are a number of ways to do this but the two most common are:

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...

Q: In New York , does a partnership have to be liquidated in order to complete a buy out?

1 Answer | Asked in Business Law and Mergers & Acquisitions for New York on
Answered on Mar 3, 2018
Michael David Siegel's answer
No. It depends on the partnership agreement, if any, and what business is continuing.

Q: When two companies decide to merge, what financial information are they legally obligated to disclose to each other?

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Feb 17, 2018
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...

Q: Can a not-for-profit organization exist by just donating all of its profit instead of taking specific actions?

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions for Florida on
Answered on Feb 16, 2018
Andy Wayne Williamson's answer
Short answer. Maybe. However this question is beyond the scope of this site.

You need to consult with a business law attorney on this issue as it is more complex than just a simple yes or no answer.

Q: How do I protect my contract in case of acquisition of company I am in contract with? & New comp does not want to renew.

1 Answer | Asked in Business Law, Contracts and Mergers & Acquisitions for California on
Answered on Feb 2, 2018
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.

Q: Should we merge our companies or just change the name?

1 Answer | Asked in Business Law and Mergers & Acquisitions for District of Columbia on
Answered on Jan 30, 2018
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.

Q: Sale of mobile home cooperative: what percentage positive vote is required to accept offer to buy.

1 Answer | Asked in Contracts, Mergers & Acquisitions, Business Law and Real Estate Law for Florida on
Answered on Jan 24, 2018
Andy Wayne Williamson's answer
No way to say here online. First step would be to have an attorney review the MH cooperative documents as they should set such requirements.

Good luck,

Q: I developed an APP, Website for a client with shares. Client refuses to cooperate to original contract, need legal doc.

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions for New York on
Answered on Jan 18, 2018
Inna Fershteyn's answer
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

tel: 718-333-2394

fax: 718-701-8859

www.BrooklynTrustandWill.com

Q: A competing business offered to take over my business (essentially buying it out) and I'm interested. How long does an

2 Answers | Asked in Mergers & Acquisitions for California on
Answered on Jan 15, 2018
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.

Q: Is there a best time of year to complete a merger in California?

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Jan 6, 2018
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.

Q: Need to find out what the exact limitations are within the Oklahoma liquor laws. Can I open a drive thru daiquiri shack?

1 Answer | Asked in Business Formation, Business Law, Civil Litigation and Mergers & Acquisitions for Oklahoma on
Answered on Dec 31, 2017
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_

Q: if a business is being sued and is sold to another party, who is liable for the lawsuits if you lose? New owner or old?

1 Answer | Asked in Business Law and Mergers & Acquisitions for Massachusetts on
Answered on Dec 27, 2017
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...

Q: If my company get acquired, how will it impact my employees' H1B statuses?

1 Answer | Asked in Mergers & Acquisitions and Immigration Law for California on
Answered on Dec 8, 2017
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.

Q: Are there instances where I as the founder of a company could still run the company if it gets acquired? Would that have

1 Answer | Asked in Mergers & Acquisitions for California on
Answered on Nov 27, 2017
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.

Q: Are mergers and acquisitions regulated by each state or is that governed by federal law?

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Nov 16, 2017
Jonathan R. Roth's answer
The answer is both state and federal law apply.

Q: Who pays taxes for the current fiscal year during a small business aquisition?

2 Answers | Asked in Business Law, Mergers & Acquisitions and Tax Law for California on
Answered on Nov 10, 2017
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...

Q: If a business that's being acquired has a sharp spike or drop in value before it's officially acquired, should the

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Oct 24, 2017
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.

Q: Should two businesses trying to merge have separate attorneys to most effectively represent both sides?

2 Answers | Asked in Mergers & Acquisitions for California on
Answered on Oct 24, 2017
Jonathan R. Roth's answer
All things being equal each business should have their own legal counsel. As a practical and ethical matter, no attorney should represent both sides to a transaction.

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
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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