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Mergers & Acquisitions Questions & Answers
Q: legal compensation for wrong defendant ?

BK case no: 11-43424-CJP, BAP No: MW19-016

Timothy Denison
Timothy Denison
answered on Mar 8, 2019

What is your question?

1 Answer | Asked in Business Law and Mergers & Acquisitions on
Q: Hello, I am a PhD student in Poland.I am looking for inf on defects of consent in Delaware corporate law (resolutions)

Where can I find information on defects in consent while conducting corporate resolutions in Delaware? Specifically relatd case law. Best regards

Tim Akpinar
Tim Akpinar
answered on Feb 1, 2019

There are a number of different databases out there, some of which are free and some of which charge fees. This could be a narrowly tailored legal search. You could broaden it slightly and possibly retrieve additional search results by including issues of mistake, fraud, meeting of minds, mutual... View More

1 Answer | Asked in Business Law, Contracts, Mergers & Acquisitions and Real Estate Law for Pennsylvania on
Q: If an LLC (with a land lease stating the lease cannot be sold) is sold, does this also mean the lease is sold? Breach?

How do I get around a breach? I'm trying to acquire the LLC and continue the current lease as is. The LLC owner wants to retire and offered to sell me his business. Would a partnership with the LLC be a better option rather than an acquisition? Another detail about this situation is that I am... View More

Elizabeth Tarasi
Elizabeth Tarasi pro label Lawyers, want to be a Justia Connect Pro too? Learn more ›
answered on Jan 8, 2019

Who is the current landlord? Please give me a call in my office. Your transaction seems a little more involved than can be done in a message forum. My office number is 412-391-7135

1 Answer | Asked in Mergers & Acquisitions for California on
Q: Am I required to give my employees any notice before my company gets acquired?
Ali Shahrestani,
Ali Shahrestani,
answered on Dec 27, 2018

Why would you not? Will it not affect their employment? Common decency is a good rule of thumb. 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,... View More

1 Answer | Asked in Civil Litigation, Contracts, Mergers & Acquisitions and Tax Law for Virginia on
Q: I have recently been robbed of my gift tax inheitence. I have retrieved documents from the tax department recently.

my exhusband forged my documents in 2013. he altered the employer id number and stole the financials using the incorrect years to file them and sold it to google for an award. in 2017 my devices kept having all these wierd things coming up. i just thought it was spam. next thing i know i seen an... View More

F. Paul Maloof
F. Paul Maloof
answered on Dec 23, 2018

This sounds like a criminal case. You need to call the federal or state prosecutors to make a complaint. I do not handle your type of case. Sorry.

1 Answer | Asked in Mergers & Acquisitions and Patents (Intellectual Property) for California on
Q: My company has a few IP patents that are important to me as its CEO. If we merge with another company, how will that

affect the ownership of these patents?

Peter D. Mlynek
Peter D. Mlynek
answered on Nov 17, 2018

Typically, if there is a merger, the patents will belong to the new company.

But it does not have to be that way. Issued patents are treated just like any other business asset. Your company can sell the patents along with all the other business assets such as inventory, production...
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1 Answer | Asked in Mergers & Acquisitions for California on
Q: What is the best way to research whether a company offering to buy mine is financially sound?
Stefan Dunkelgrun
Stefan Dunkelgrun
answered on Sep 16, 2018

ask them for their financial records - income statement & balance sheet. You could also ask for a letter from their bank.

1 Answer | Asked in Mergers & Acquisitions for Florida on
Q: If an agreed upon merger ends up not happening because one company pulls out last-minute, what are the other company's

remedies?

Stefan Dunkelgrun
Stefan Dunkelgrun
answered on Sep 16, 2018

that depends entirely on what kind of interim agreements the two companies had.

1 Answer | Asked in Mergers & Acquisitions for Hawaii on
Q: What is a company's board of director's role during a merger?
Stefan Dunkelgrun
Stefan Dunkelgrun
answered on Sep 16, 2018

the job of the board of directors is to supervise management (the executive officers). Ordinarily, the board would be heavily involved with the discussions surrounding the merger. At the very least, they'd be part of the discussion of what the board of the merged company would look like,... View More

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions on
Q: Should I set up a Limited Partnership or Corporation to buy a business with investors who will not be in its management?

Deleted question

Stefan Dunkelgrun
Stefan Dunkelgrun
answered on Sep 16, 2018

this is too broad a question with not enough specifics. The legal, managerial, and tax implications of a limited parnership is quite different from that of a traditional corporation, and that's without even discussing some of the other possibilities, like a limited liability partnership,... View More

1 Answer | Asked in Mergers & Acquisitions for California on
Q: They want me to sign a letter of intent - that doesn't mean I'm totally locked in, does it?
Stefan Dunkelgrun
Stefan Dunkelgrun
answered on Sep 16, 2018

A letter of intent is proof that you are committed to the transaction. It means that you generally agree to the transaction, but still need to work out the details. You are not locked in, but at the same time you may be liable for damages if you back out without a good reason. You should consult... View More

2 Answers | Asked in Business Law and Mergers & Acquisitions for Florida on
Q: I am purchasing a tax/accounting business near Sarasota, Florida. I need an attorney for advice.

The sale is going through a broker. What type of lawyer do I need? And what should I look out for. I received a sample letter. Would like to review with attorney as well as any other documents that may come up as well as due diligence of the business.

Mark Siegel
Mark Siegel
answered on Jul 21, 2018

You should look for a business transaction lawyer. Your comment mentions a 'sample letter', which could be a letter of intent (LOI). The goal could be to get a signed asset purchase agreement with appropriate due diligence provisions, including an obligation for the seller to furnish... View More

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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
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... View More

Timothy Denison
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
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... View More

Sarah Lynn Ruffi
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
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
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... View 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
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...
View More

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