QUESTION
Are there any clauses in this business agreement contract that I should be aware of?
Asked on Dec 31st, 2012 on Estate Planning - California
More details to this question:
I have a company that has been started and I am in the midst of merging what I have established. The contract states I am getting half ownership by way of shares, but is there any clauses in this that I should be aware of? I have the doc if someone would like to let me know or advise me what to do.
10 ANSWERS
Residential Attorney serving Hartford, CT
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Halloran & Sage LLP
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The only real way to answer this is to have a business lawyer look at it to protect your own interests.
Answered on Jan 04th, 2013 at 5:37 AM
Trust Attorney serving Cincinnati, OH
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Paul A. Nidich Attorney at Law
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The free advice you are seeking here will be of no value. As you indicate, you have the document that you apparently want someone to review and give you advice for free. If you are merging businesses you need a tax attorney or a very good CPA plus an attorney. To do things correctly will require you to spend some money.
Answered on Jan 04th, 2013 at 5:05 AM
Business Law Attorney serving Livonia, MI
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Gerald A. Bagazinski
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I would strongly recommend that you have an attorney review it. A few of my off the cuff thoughts are: First, because it a merger, you want to make sure it is a tax free reorganization of the company. Is there a Buy-sell agreement between the principles? What are the parties relative rights? Who is the tax manager? Who will be the managing officer? Do you have any future obligations, Is there an employment agreement for the principles? How are existing debts going to be handled? Have you had full and fair disclosure of the financial affairs of the other company?
Answered on Jan 04th, 2013 at 3:48 AM
3 Awards
You need to meet with an attorney to have the contract reviewed.
Answered on Jan 04th, 2013 at 3:31 AM
Business Planning Attorney serving Livonia, MI
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Frederick & Frederick Attorneys at Law
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There is no way to say without seeing the agreement in question.
Answered on Jan 04th, 2013 at 3:24 AM
Yes, there are plenty of clauses that could cause you problems. The entire document needs to be reviewed.
Answered on Jan 03rd, 2013 at 2:54 PM
If you are involved in a merger of your business with another business, you definitely should have an attorney look over the transaction and the document before you sign anything. It is a very important transaction legally. It can cost you a great deal if it is done wrong.
Answered on Jan 03rd, 2013 at 2:53 PM
Michael Sterner
As with other assets, your ownership interest in a business should be taken into account in estate planning.
Answered on Jan 03rd, 2013 at 2:52 PM
Contact a good transactional attorney about the details of the agreement. You may end up with half the shares but no authority to vote, be on the board or management committee, be the last to get paid dividends, be liable for the company's debts, etc.
Answered on Jan 03rd, 2013 at 12:53 PM
Business Transactions Attorney serving Los Angeles, CA
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Doland & Fraade
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Your question is beyond the scope of analysis permitted by your facts. A competent attorney would want to view the contract, interview you, and then advise you what is missing.
Answered on Dec 31st, 2012 at 2:23 PM