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New York Mergers & Acquisitions Questions & Answers

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 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...
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1 Answer | Asked in Mergers & Acquisitions for New York on

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

Jonathan R. Roth answered on Nov 16, 2017

The answer is both state and federal law apply.

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

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

contract be revisited?

Jonathan R. Roth answered on Oct 24, 2017

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 »

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

Q: Is there more than one way two companies can decide to merge? What are they?

Ali Shahrestani, Esq. answered on Sep 6, 2017

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 »

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

Q: I'd like to keep some of the intellectual property related to the sale of my franchise - is that possible?

Ali Shahrestani, Esq. answered on Aug 13, 2017

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 »

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

Q: How do I contact someone and ask to buy their mark?

Jonathan R. Roth answered on Jul 23, 2017

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.

2 Answers | Asked in Business Law, Immigration Law and Mergers & Acquisitions for New York on

Q: Suing company for negligence in handling their immigration matters

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 »

Leonard R. Boyer answered on Jul 22, 2017

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.

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

Q: My company is merging with another and the other company's CEO is now going to be the managing partner. Prior to signing

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?

Jonathan R. Roth answered on Jul 22, 2017

Probably not unless you want to argue it was fraud in the inducement and seek to rescind the merger.

3 Answers | Asked in Contracts, Business Law, Civil Litigation and Mergers & Acquisitions for New York on

Q: (a) Can I use NY as venue for a suit? (b) What type of court should I file in? (c) What type of suit should I file?

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 »

Jonathan R. Roth answered on Jun 28, 2017

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 »

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3 Answers | Asked in Mergers & Acquisitions for New York on

Q: If someone has expressed interest in buying my company should I have them sign an NDA before we talk specifics?

Donovan A Rodriques answered on Jun 23, 2017

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.

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2 Answers | Asked in Mergers & Acquisitions for New York on

Q: What are the advantages of a stock sale over an asset sale?

Jonathan R. Roth answered on Jun 2, 2017

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 »

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2 Answers | Asked in Contracts, Mergers & Acquisitions and Employment Law for New York on

Q: I signed a covenant not to compete, but I was laid off due to a company buy-back. Is it still enforceable?

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.

Ali Shahrestani, Esq. answered on Apr 27, 2017

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...
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3 Answers | Asked in Mergers & Acquisitions for New York on

Q: If companies that are based in different states merge, how do you decide which state's law should apply to the merger?

Jonathan R. Roth answered on Apr 21, 2017

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.

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

Q: What is the best way to handle employee questions before an acquisition?

Jonathan R. Roth answered on Mar 31, 2017

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 »

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

Q: What sorts of costs are usually associated with buying a company?

Ali Shahrestani, Esq. answered on Mar 11, 2017

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 »

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

Q: When is the best time to secure an NDA when discussing the possible acquisition of my company by another?

Donovan A Rodriques answered on Feb 17, 2017

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....
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1 Answer | Asked in Mergers & Acquisitions for New York on

Q: where can I find form 904- merger the foreign corporation into domestic corporation, new york?

I am trying to merge my NJ based corporation with my NY based

Donovan A Rodriques answered on Jan 27, 2017

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...
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1 Answer | Asked in Mergers & Acquisitions for New York on

Q: Are there any good reasons to choose a merger over an acquisition if it's my company that may be bought out?

Donovan A Rodriques answered on Jan 27, 2017

There are tax considerations involved. These vary depending on the whether the transaction is a merger or acquisition, asset sale or stock sale, and the types of entities involved. You should speak with a qualified M&A attorney and an accountant or tax attorney for tax advice.

The materials...
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