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Is it possible to sell an NOL net operating loss, In Ohio

Is it possible to sell an NOL net operating lossJA: What state are you in? It matters because laws vary by location.Customer: In Ohio the loss occurred in Colorado and is in excess of 1,500,000.00JA: Has anything been filed or reported?Customer: the loss was accumulated from 2007 to 2010, only had social security income from 2011 to 2015, and so had no need to do taxes until this year where the NOL was carried forwardJA: Anything else you want the lawyer to know before I connect you?Customer: I have an LLC if the loss could be conveyed to that company and sell the company giving the interested party the NOL with the company

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Irwin Law

Juris Doctor JD

9,674 satisfied customers
Assuming bylaws allow it, how likely is a publically listed

Assuming bylaws allow it, how likely is a publically listed drug company going to accelerate vesting of all unvested shares upon an acquisition by another company?

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Richard - Bizlaw

Juris Doctor

11,242 satisfied customers
I need a legal opinion on a Supplier Agreement I am a party

Hi:I need a legal opinion on a Supplier Agreement I am a party to.The Agreement was created to assign the franchise system rights to my company from a client that defaulted on a Development Agreement and owed considerable unpaid. Part of the consideration for us accepting the franchise system rights, was waiving the balance, which at the time was $45K.If you quickly review the Agreement you will see that the Seller (the original business Founder), was to perform various on-boarding duties, such as franchisee training and support, etc. Albeit, in exchange for a fee for each service performed.The Agreement is 3 years into a 10 year term and the assigning party now wants to sell the original business that the franchise system is based on (Better Life Maids). Further, he reports that his buyer wants to sunset the Brand, as part of the acquisition terms.I am in my current talks with him, as he is requesting that I reassign the rights back to him, "even though they had no plans on using the Brand". Unsurprisingly, he is offering little compensation, as he asserts "that if he walks away it will be worthless to me".My question is, based on the Agreement and his pledging to perform brand training and support, can I assert a contract interference defense to his abandoning the Brand and the Agreement? At this point, I am happy to grant back the rights, but not without the compensation originally wrote off in consideration of the original assignment, which is far more than the $15K he offering, as "a gesture to part as friends".

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39,486 satisfied customers
For CA contract law I'm an independent software distributor

For CA biz contract lawHi,I'm an independent software distributor relief a large firm for many years. In August 2015 52000 they claimed I had legitimately signed a contract and that because of that they were shipping me new software that was going to cost approximately 35 times more than I was originally.The contract that governs the relationship between me and the firm had a clause in it for invoice the speed dispute resolution. The clause is just about a sentence in the contract. I have been unable dictation regarding the procedure.I submitted my request for this in September 2015 they have now in February 2017 provided the response. In that response they find an entirely different cause of action at first it was this contract, but now they have ignored it. They now claim there was no change in the relationship and that I had been doing business at these new prices and volumes for many months prior.. My question is since the firm had taken 17 months to respond to my dispute resolution requests and the evidence submitted what would be a reasonable amount of time for me to request in terms of my submitting evidence and arguments disputing these new claims. What I'm looking for is here is the reasonable time window that would stand up in court as they had taken 17 months. Should I ask for 3 m,6m,9m, or you're is your recommendation?To repeat for clear communication, I'm looking for is an estimation of how many months I can request to respond as normal and customary given the facts at hand.Thank you for your guidanceCheers..Tom

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Richard - Bizlaw

Juris Doctor

11,242 satisfied customers
June of '15 we had a hostile business acquisition. We took

June of '15 we had a hostile business acquisition. We took over the business as they had fired all staff and were walking out the door to close shop. We did not have an accurate customer list so we billed all customers on the list they provided us for services rendered. Active customers were determined by who paid these invoices. We provide connections to the Internet. August 2016, as we were auditing towers and connections we located a connection that had a similar name to another customer. Once realizing the mistake we immediately disconnected service. 15 minutes later we received a call from the "customer" at which time we advised this "customer" that they had never paid for our service and had been subsequently disconnected. The customer first claimed that he had been paying us via auto pay which we looked up again and advised him he had not. At this point, the customer admitted he had been using the service without paying for it and promised to pay. To date, we have received no payment from the customer. Since the customer never paid or accepted any of our terms, is this case arguable in small claims court or would the customer have a valid defense that he shouldn't have to pay since there is no contract? This is a commercial business.

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Richard - Bizlaw

Juris Doctor

11,242 satisfied customers
Richard, I hope your weekend is off to a good start. This is

Good Morning Richard,I hope your weekend is off to a good start.This is a specific area of the law, with regulation. So, if you are not familiar, no problem.We have one client in a very foundational, local, single-location, bricks-and-mortar business, 5+ years in business, profitable, popular and respected. And growing. Nothing fringe like a strip club or marijuana dispensary. Just a good old business-to-business wholesale manufacturer. Good business and owner personal credit. Perfect D&B.This client is 3-6 months away from being able to transition to low-cost bank financing (even SBA, and already qualifies based on FICO SBSS score). But the current, shorter term, higher cost debt, used strategically to expand and grow to this point, is rough on cash flow.The business made $200k in net profit on $1.1mm in sales last year (which is above average for its industry), but can't retain any of it due to servicing the short term debt.Since they have expanded and experienced fast growth recently as part of the successful expansion plan (last 5-6 months, rock solid and continuing), it's a little too early for the quality term loan e-lenders who lend $300-500k, 3-5 year terms, at 8-14% interest....without a formal appraisal. This should be the next step, before this client becomes formally bankable at prime + 2, SBA.They are turning down very profitable work, and running out of cash, which is unfortunate.They are considering soliciting a debt or equity investor online, Craigslist, and have actually done so successfully a few times over their 5 years. One such investor still remains, one has been bought out.In theory, this is fine. But I think the regulatory landscape for this kind of offering has become more restrictive.Do you know anything about this, and/or have any suggestions? This client would be an attractive acquisition or co-investment target within its own wholesale/manufacturing industry, and there are many suitors in the immediate area, mostly much larger than my client. But I think this will take too long, and the timeline is not reliable.They need cash pretty quick.Initial thoughts, both as a businessman and/or attorney.As always, thanks.

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Richard

Owner

Doctoral Degree

49,344 satisfied customers
Can you explain to me? FIRST/ THE EMAIL HERE RYAN'S PROPOSED

Can you explain to me ? FIRST/ THE EMAIL HERE PAUL RYAN'S PROPOSED BUDGET CUTSRepublican Budget CutsThese are programs the new Republican House has proposed cutting.* Corporation for Public Broadcasting Subsidy -- $445 million annual savings.* Save America 's Treasures Program -- $25 million annual savings.* International Fund for Ireland -- $17 million annual savings.* Legal Services Corporation -- $420 million annual savings.* National Endowment for the Arts -- $167.5 million annual savings.* National Endowment for the Humanities -- $167.5 million annual savings.* Hope VI Program -- $250 million annual savings.* Amtrak Subsidies -- $1.565 billion annual savings.* Eliminate duplicating education programs -- H.R. 2274 (in last Congress), authored by Rep. McKeon , eliminates 68 at a savings of $1.3 billion annually.* U..S. Trade Development Agency -- $55 million annual savings.* Woodrow Wilson Center Subsidy -- $20 million annual savings.* Cut in half funding for congressional printing and binding -- $47 million annual savings.* John C. Stennis Center Subsidy -- $430,000 annual savings.* Community Development Fund -- $4.5 billion annual savings.* Heritage Area Grants and Statutory Aid -- $24 million annual savings.* Cut Federal Travel Budget in Half -- $7.5 billion annual savings* Trim Federal Vehicle Budget by 20% -- $600 million annual savings.* Essential Air Service -- $150 million annual savings.* Technology Innovation Program -- $70 million annual savings.*Manufacturing Extension Partnership (MEP) Program -- $125 million annual savings..* Department of Energy Grants to States for Weatherization -- $530 million annual savings.* Beach Replenishment -- $95 million annual savings.* New Starts Transit -- $2 billion annual savings.* Exchange Programs for Alaska Natives, Native Hawaiians, and Their Historical Trading Partners in Massachusetts -- $9 million annual savings* Intercity and High Speed Rail Grants -- $2.5 billion annual savings.* Title X Family Planning -- $318 million annual savings.* Appalachian Regional Commission -- $76 million annual savings.* Economic Development Administration -- $293 million annual savings.* Programs under the National and Community Services Act -- $1.15 billion annual savings.* Applied Research at Department of Energy -- $1.27 billion annual savings..* Freedom CAR and Fuel Partnership -- $200 million annual savings..* Energy Star Program -- $52 million annual savings.*Economic Assistance to Egypt -- $250 million annually.* U.S.Agency for International Development -- $1.39 billion annual savings..* General Assistance to District of Columbia -- $210 million annual savings.* Subsidy for Washington Metropolitan Area Transit Authority -- $150 million annual savings.*Presidential Campaign Fund -- $775 million savings over ten years..* No funding for federal office space acquisition -- $864 million annual savings.* End prohibitions on competitive sourcing of government services.* Repeal the Davis-Bacon Act -- More than $1 billion annually.* IRS Direct Deposit: Require the IRS to deposit fees for some services it offers (such as processing payment plans for taxpayers) to the Treasury, instead of allowing it to remain as part of its budget -- $1.8 billion savings over ten years.*Require collection of unpaid taxes by federal employees -- $1 billion total savings. WHAT'S THIS ABOUT?* Prohibit taxpayer funded union activities by federal employees -- $1.2 billion savings over ten years.* Sell excess federal properties the government does not make use of -- $15 billion total savings.*Eliminate death gratuity for Members of Congress. WHAT???* Eliminate Mohair Subsidies -- $1 million annual savings.*Eliminate taxpayer subsidies to the United Nations Intergovernmental Panel on Climate Change -- $12.5 million annual savings. WELL ISN'T THAT SPECIAL* Eliminate Market Access Program -- $200 million annual savings.* USDA Sugar Program -- $14 million annual savings.* Subsidy to Organization for Economic Co-operation and Development (OECD) -- $93 million annual savings.* Eliminate the National Organic Certification Cost-Share Program -- $56.2 million annual savings.*Eliminate fund for Obamacare administrative costs -- $900 million savings.* Ready to Learn TV Program -- $27 million savings..* HUD Ph.D. Program.* Deficit Reduction Check-Off Act.SAVINGS: $2.5 Trillion over Ten YearsSECOND/ THE COMMENT I RECEIVED THAT I DO NOT UNDERSTAND - WHAT IS HE SAYING HERE TO ME ABOUT THIS EMAIL MESSAGE ?''''Looks like a lot of these are "savings" over ten years, and in fact reductions in the assumed rate of budget increases (baseline budgeting) rather than actual cuts relative to this year's budget. '''''

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Brandon M.

Attorney at Law

Juris Doctorate

8,626 satisfied customers
I have specific question regarding licensing in WA state. I

Hello, I have specific question regarding licensing in WA state. I am a cat breeder and I am buying cannel licence from King county. Now cattle shelter is stating that I have to pay for each can I have in my cattery every year as well to them. So, this is double licensing is legal? Can you take a look for me please?Thank you in advance.

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INFOLAWYER

Attorney

Juris Doctor.

41,550 satisfied customers
I recently sold a website under an asset purchase agreement

Hello,I recently sold a website under an asset purchase agreement that had a buyout condition That payments would be made on the 120th and 290th days of ownership. Buyer has already reached the 120 day mark and failed to make the scheduled payment as outlined in the APA.It is worth noting he made the first $100k payment upon execution of the APA.I am needing a lawyer to review the APA and see what my options are here.

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Asad Rahman

Attorney

J.D.

4,526 satisfied customers
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