Business Legal Questions

Your question omits two crucial facts.  1, is Company B an independent legal entity, such as a corporation or limited liability company?  Since you're writing about companies acquiring or being acquired, I will assume yes.  The second question is then whether Company A acquired the equity of Company B, i.e. (if B was a corporation) acquired the shares of Company B stock thereby becoming the new owner of Company B?  Or did it acquire the assets of Company B, i.e. buying the inventory, leases, intellectual property, goodwill, etc.  Of course, transactions like this can be structured in many different ways to accomplish the results which the participants want, including structures which are part equity sales and part assets sales, but in general if Company A acquires Company B's stock, Company  B remains the owner of all of its prior assets, including patents, and remains liable on all of its obligations, including employment contracts, it is just that Compnay A, as the new owner of Company B, will feel the economic impact of these transactions instead of the prior owners of Company B.  If Company A just acquires the assets of Company B generally would not be responsible for Company B's obligations, and whether it would now own Company B's patents, or Compnay  B's employment contracts (to be responsible for the obligations thereunder) would depend on whether those assets were included in the sale.. ... Read More

You can use any name you want, as long as you are not doing so to defraud anybody (such as creditors) and so long as the name you choose is not intellectual property belonging to someone else.  For example, you might have a problem if you opened a tax consulting business and used the name "H.R. Block."... Read More

An LLC or corporation doing business in California has to pay franchise fees and taxes (as well as doing certain filings), regardless of where it is organized or incorporated; the state in which the LLC is organized or the corporation is incorporated will also require annual fees and taxes. There is no advantage to paying twice the fees and taxes. If you only operate in California, organize your LLC in California.... Read More

The answer depends on what the contract provides.  If the contract is silent, it sepends on whether the seller is a merchant (in which case risk of loss passes when the buyer takes physical possession of the goods) or not (in which case risk of loss passes when the seller tenders the goods to the buyer, which would certainly not be later than when the goods are delievered to the buyer's doorstep).... Read More

You need to send him a letter under the Texas Deceptive Trade Practices Act (DTPA). You can find it under chapter 17 of the Texas Business & Commerce Code -- google Texas Statutes or just "Texas DTPA" and you can find it. It's a bit hard to read, but it provides remedies for you, and the possibility of recovering attorneys fees and enhanced damages. Before you can bring any legal action, you must send him a notice under the DTPA which spells out your complaint. You cannot sue him or take him to arbitration (check your contract to see if it requires arbitration) until he has had your notice letter for 60 days. ... Read More

I depends on what the contract with the management company says. The contract should have a paragraph for "term" which defines the length of the contract, and that paragraph may also contain renewal provisions. Another paragraph called "termination" may or may not be in the contract. It will state how you can terminate early, if that is allowed by the contract. ... Read More

I've represented many minority-interest owners in corporate matters. Not having a shareholder agreement is a hurdle and generally parties can contract as they see fit. It is an uphill battle, but you do have some rights that you might be able to use. You said that you verbally agreed on the initial ownership percentages. Is that documented anywhere? Are there minutes, emails, texts, or anything that create a record of the agreement for the initial percentages or of the verbal disucssions you had subsequent to that? ... Read More

If you want to do business the right way, now is not the time to penny pinch. Think about hitting a golf ball; if you are off just slightly when you hit the ball, it will go sailing in the wrong direction and end up far away from the point you wanted to hit. If you start your business on the wrong foundation, you could end up in trouble later. I've fixed countless companies set up on LegalZoom or other sites when people literally guessed at the answers to questions. If you are educated and know the answer to all the questions, those sites may be a good option. If you don't understand the questions and/or guess at answers, you are not doing yourself any favors. Yes, you save money up front, but you will likely have to spend MORE money later fixing the problems you cause. All that having been said, the first thing you need to do is call your CPA and find out the most tax-advantageous form of business for YOUR particular business. Right now, S Corporations are popular, but they are not for every type of business. Once you know the type of business you want to set up, you need to learn what the law requires both for setting up the business and your legal obligations after it is set up. If you simply set up a corporation and then never do any of the legally-required corporate formalities, it is possible you could lose your "corporate shield" -- the thing that protects you from personal liability.  I understand it costs a lot of money to set up companies (having a logo made, setting up a website, etc.), but the corporation is what will protect you from liability, if set up and maintained properly. I wish you all the best in your new business venture!      ... Read More

From a legal standpoint, there is a difference between a partnership and an LLC. The type of document you would need depends on which of those two types of businesses you have. But in either case, there should have been an agreement between your partners (or LLC members) that addresses this situation. If you have such an agreement in place, review it to understand what must be done in your situation. If you do not have such an agreement, I suggest you see a lawyer in your area to prepare an agreement for you. The reason this is not a do-it-yourself type of agreement is, depending on the language included in it, the agreement could still hold you liable for things that arise in the future. There are a lot of issues to be addressed in the sale or transfer of a business, such as non-competition terms, division of liability, and more. Best wishes.... Read More

Who owns the name and logo?  If you personally, no problem, go ahead and use them.  If the llc, cause it to tansfer those assets to you.  Either way, apply for a trademark.  The only problem would be if the llc owes creditors which it can't pay, in which case any assignment of htose assets without consideration would defraud those creditors.  Creditors would include teh taxing authority.... Read More

Of course you would have to look at the actual contracts to know whether the non-compete was still in effect, but most likely it is.  You don't say (probably don't know) if the second sale was an asset sale or a stock sale, but either way the business's right to prevent your competition would have been one of the assets sold to the successor... Read More

You might consider looking for an immigration attorney to help with the visa question. Otherwise, would be happy to help create an entity (if you choose not to use a legal service like LegalZoom or through an accountant which some client find being more economical to conduct the filing with the state entity) and draft any necessary service or licensing agreements. Feel free to reach out.... Read More

You can add whatever you want, but that doesn't mean (a) the at the subs will agree to it; or (b) that the courts will enforce it.  If you tailor the clause narrowly  to protect your legitimate interests, there is a good chance that it will be enforced, but the broader  you make the clause, the less likely it is to be enforced by the courts.  A local attorney would have a better idea of how far the courts are willing to go.... Read More

That depends.  When someone advertises a price they generally have to honor it once it has been accepted, but not when the price is an obvious mistake.  I don't know what the value of the truck would be on the open market, but if it is obvious that $3,600 was way below value (which it would be if the truck is really worth over $30,000), the seller would not be bound by it.,... Read More

Chris, I think you are going to need an experienced attorney to negotiate you terms with your partner and/or litigate any breach of your partnership contract.  My firm regularly handles these types of business disputes and would be happy to speak with you further about it. 203.870.6700. Please feel free to contact us and mention this question/response.... Read More

Not all misstetements used to sell products or services would violate consumer protection laws, becasue some may be so minor or so obvious as to constitute "mere puffery", but in general misstatements of fact used to induce people to buy your product or service would violate those laws.  I think your example would be a violation.... Read More