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Mergers & Acquisitions Questions & Answers

1 Answer | Asked in Business Law, Insurance Defense, Land Use & Zoning and Mergers & Acquisitions for California on

Q: I have document s of of former landlord who fordury marriage certificate and life insurance over10idenitys

Thomas A. Grossman answered on Jul 15, 2018

You have not explained what is going on, nor what you want to be answered.

Q: Can a bankruptcy court go back and tell a corporation they have to compensate smaller stockholders

I owned stock in a oil drilling company think it was ocean rig there was a bunch I would have to call fidelity to be 100% sure. Bought the stock800-900 shares for a buck each when oil tanked. They restructured right as oil bottomed out got out of anyone who had like less than 10000 shares and now... Read more »

Timothy Denison answered on Jul 6, 2018

The court has the power to consider such repayment as you ask, but it is highly unlikely they would exercise it based on the above.

1 Answer | Asked in Mergers & Acquisitions for California on

Q: Are we able to void the employment contracts of employees from an acquired business?

Benton R Patterson III answered on May 4, 2018

It depends on the structure of the acquisition, the contracts with the employees, and the law in your state. You will need to speak with a local business attorney.

1 Answer | Asked in Mergers & Acquisitions, Real Estate Law and Landlord - Tenant for Wisconsin on

Q: Can my previous property management company hold me to the lease of a company they bought out?

I started renting with Company A and after 2 years they were bought out by Company B. Surprisingly, the buy out was on the month that our lease was up. Company A had told us that everything would be settled and we would be put on a month to month with Company B but would have to sign a lease with... Read more »

Sarah Lynn Ruffi answered on Apr 23, 2018

In order to be able to give you an informed answer, I would need to see the lease. If your lease was assignable and if your lease included a 60 day termination provision for a month-to-month tenancy, then you are probably stuck with the 60 day notice period.

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions on

Q: Can I legally set up an online private exchange for the stocks of a family owned company?

The exchange will only deal with the stocks of a single company. And that holding group can be newly incorporated to allow it to have that ability. The main key feature is shifting ownership based on the digital "buy" "sell" buttons.

Benton R Patterson III answered on Apr 20, 2018

This is likely subject to SEC regulation. You should speak with a securities lawyer before setting up a share exchange.

1 Answer | Asked in Mergers & Acquisitions for California on

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

Jonathan R. Roth answered on Apr 6, 2018

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... Read more »

1 Answer | Asked in Mergers & Acquisitions for California on

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

but they are disputing the price. What's the best way to deal with this?

Jonathan R. Roth answered on Mar 16, 2018

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...
Read more »

1 Answer | Asked in Business Law and Mergers & Acquisitions for New York on

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

Michael David Siegel answered on Mar 3, 2018

No. It depends on the partnership agreement, if any, and what business is continuing.

1 Answer | Asked in Mergers & Acquisitions for California on

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

Jonathan R. Roth answered on Feb 17, 2018

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... Read more »

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions for Florida on

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

We have a for-profit LLC that we wish to convert it into a not-for-profit organization. We sell physical products and donate 100% of our profits already.

We would like to know if it is possible for a not-for-profit organization to be legal and retain its status if instead of doing the... Read more »

Andy Wayne Williamson answered on Feb 16, 2018

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.

1 Answer | Asked in Business Law, Contracts and Mergers & Acquisitions for California on

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.

My company (A) is about to go submit a service proposal to company B. What if Company C acquires Company B and then Company C does not want to continue with our existing contract with Comp. B? What clause can I put in my contract with Company B to protect my company from taking that loss?

Robert Philip Cogan answered on Feb 2, 2018

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.

1 Answer | Asked in Business Law and Mergers & Acquisitions for Washington DC on

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

We have two different companies that basically do the same business. 1 partner is the sole owner of Company A and a 30% owner in company B. He wants to merge Company A into B and do business under Company B. The reason is because Company B is a construction company and we want to use the... Read more »

Pawnee A. Davis answered on Jan 30, 2018

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... Read more »

1 Answer | Asked in Contracts, Mergers & Acquisitions, Business Law and Real Estate Law for Florida on

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

Andy Wayne Williamson answered on Jan 24, 2018

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,

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions for New York on

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 »

Inna Fershteyn answered on Jan 18, 2018

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 »

2 Answers | Asked in Mergers & Acquisitions for California on

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

acquisition generally take?

Robert Philip Cogan answered on Jan 15, 2018

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.

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1 Answer | Asked in Mergers & Acquisitions for California on

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

Jonathan R. Roth answered on Jan 6, 2018

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.

1 Answer | Asked in Business Formation, Business Law, Civil Litigation and Mergers & Acquisitions for Oklahoma on

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

If an alcoholic beverage is pre made, sealed in a bottle,jug,etc. none of which has been consumed before the customer leaves the property, can it be sold in a drive thru. I need to know how I can do that within limits and loop holes of OK liquor laws.

I want to open a to-go daiquiri shack... Read more »

Richard Winblad answered on Dec 31, 2017

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.... Read more »

1 Answer | Asked in Business Law and Mergers & Acquisitions for Massachusetts on

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?

staffing agency I work for is being sued by two people. the owner is old and doesn't have much longer to live. If she sold it to me and I changed the name do I have any responsibility for those lawsuits? Or is it on the old owner who sold the business? thank you

Jonathan R. Roth answered on Dec 27, 2017

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...
Read more »

1 Answer | Asked in Mergers & Acquisitions and Immigration Law for California on

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

Jonathan R. Roth answered on Dec 8, 2017

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.

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