New York Mergers & Acquisitions Questions & Answers

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

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Sep 6, 2017
Ali Shahrestani, Esq.'s answer
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/ publications on my law practice website, www.AEesq.com. I practice law in CA, NY, MA, and DC in the following areas of law: Business & Contracts, Criminal Defense, Divorce & Child Custody, and Education Law....

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

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Aug 13, 2017
Ali Shahrestani, Esq.'s answer
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, honors, testimonials, and media appearances/ publications on my law practice website, www.AEesq.com. I practice law in CA, NY, MA, and DC in the following areas of law: Business & Contracts, Criminal...

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

1 Answer | Asked in Mergers & Acquisitions and Trademark for New York on
Answered on Jul 23, 2017
Jonathan R. Roth's answer
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.

Q: Suing company for negligence in handling their immigration matters

2 Answers | Asked in Business Law, Immigration Law and Mergers & Acquisitions for New York on
Answered on Jul 22, 2017
Leonard R. Boyer's answer
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.

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

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Jul 22, 2017
Jonathan R. Roth's answer
Probably not unless you want to argue it was fraud in the inducement and seek to rescind the merger.

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?

3 Answers | Asked in Contracts, Business Law, Civil Litigation and Mergers & Acquisitions for New York on
Answered on Jun 28, 2017
Jonathan R. Roth's answer
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 to remove the case to FL. However, I would take the LOI and any emails to a local attorney for review and let him tell you if he thinks you can sue in NY or need to retain FL counsel.

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

3 Answers | Asked in Mergers & Acquisitions for New York on
Answered on Jun 23, 2017
Donovan A Rodriques' answer
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.

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

2 Answers | Asked in Mergers & Acquisitions for New York on
Answered on Jun 2, 2017
Jonathan R. Roth's answer
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 well as a stock sale for the Seller. The result is usually the creation of good will which the Buyer will amortize over 15 years. There are a lot of variations of these two sales and each has its...

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

2 Answers | Asked in Contracts, Mergers & Acquisitions and Employment Law for New York on
Answered on Apr 27, 2017
Ali Shahrestani, Esq.'s answer
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 Attorney. You can read more about me, my credentials, awards, honors, testimonials, and media appearances/ publications on my law practice website, www.AEesq.com. I practice law in CA, NY, MA, and DC...

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

3 Answers | Asked in Mergers & Acquisitions for New York on
Answered on Apr 21, 2017
Jonathan R. Roth's answer
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.

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

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Mar 31, 2017
Jonathan R. Roth's answer
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.

However to give a better response it would be helpful to know how many employees and locations are involved. Before the Merger key employees will need to know such as your CFO and people who will be...

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

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Mar 11, 2017
Ali Shahrestani, Esq.'s answer
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 media appearances/ publications on my law practice website. I practice law in CA, NY, MA, and DC in the following areas of law: Business & Contracts, Criminal Defense, Divorce & Child Custody, and...

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

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Feb 17, 2017
Donovan A Rodriques' answer
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. Consequently, you should not rely upon it as advice about specific legal problems because it does not constitute the rendering of legal advice and does not create any attorney-client relationship. If you need...

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

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Jan 27, 2017
Donovan A Rodriques' answer
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 not rely upon it as advice about specific legal problems because it does not constitute the rendering of legal advice and does not create any attorney-client relationship. If you need legal or other...

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

1 Answer | Asked in Mergers & Acquisitions for New York on
Answered on Jan 27, 2017
Donovan A Rodriques' answer
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 provided herein are for informational purposes only and do not constitute advertising, solicitation or legal advice. Consequently, you should not rely upon it as advice about specific legal problems...

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