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Recent Acquisition questions
I've a tenant who personally signed a five year commercial
I've a tenant who personally signed a five year commercial lease. He now wants to sell his business. Will he still be responsible for the lease? It states no subleasing in the leaseJA: Because laws vary from place to place, can you tell me what state the property is in?Customer: texasJA: Have you talked to a lawyer yet?Customer: no
I. The Company will not issue or sell any New Interests
i. The Company will not issue or sell any New Interests without complying with this Section 5(h). The Company hereby grants to Grantee the preemptive right to purchase his pro rata share of the New Interests that the Company may, from time to time, propose to sell or issue. The Grantee's pro rata share for purposes of this Section 5(h) shall be determined as follows:1. During the twelve (12) months following the Grant Date, Grantee shall be permitted to purchase that amount of New Interests such that, following the issuance of all of the New Interests, Grantee's Percentage Interest shall be 2%.Can they charge me an absurd amount of money?
When a public company is looking to acquire a private
When a public company is looking to acquire a private company, does the private company's books generally get revised after closing? If so, is there a time limit required by the SEC? What is that limit and are there considerations given to allow enough time to revise accounting practices to meet standards?
My husband and I are trying to buy a small business (coffee
My husband and I are trying to buy a small business (coffee shop). Since we are first time small business buyers, we hired a broker (from Murfy…..).The broker introduced us to a coffee shop as a potential buy for us. However, he said that it is not listed publicly for sell at this time because the coffee shop owner is not decided to sell yet unless if he gets a really good deal for it. Especially that he has been running the business for 25 years and now wants to sell it because he is planning to go on vacation for 6 months.Our broker and seller's broker are friends and that's how he came to know about the business before it gets listed. They provided us with profit and loss for last 5 years and monthly income / comparison for the last 5 years, and a copy of the lease/renewal of lease.We also meet the seller and asked him all our confusion about the coffee shops.Few things happened and made us suspicious about the business and feel that they are hiding something:My parents are going to contribute money with us to buy the business but they required the financial statement to be revise be a lawyer, also they required to hire an appraisal after we make an offer to make sure that we are not paying to much.At the beginning our broker was saying they will accept that but it cost money and take time. However, we received an email from our broker that they will not accept any appraisal and we have to pay what they ask for.Regarding the financial statement this is what we got from the seller broker :”I am a little confused by your request for recast financial statements. This is not a standard situation where the business is on the market and presented for sale. This is a situation where your client is being given the exclusive right to look at a potential acquisition for a business that is not on the market. Recast financial statements do not exist for the company and I will not be preparing or providing them, as that requires subjective analysis that is not relevant to the situation from the seller's perspective. You have the information necessary to evaluate the business and arrive at an offering price as an experienced business broker. If you have gaps in information, I am happy to work with my client to provide any information you desire. Please let me know if there are any expense categories in the income statements provided that need additional explanation. I would welcome the opportunity to sit down with you and have you present the analysis behind your offering price if an offer is presented, so I can accurately present that information to my client for consideration.”Do you thing this is a suspicious situation and better to walk away?Btw: My husband and I don't fell that our broker is on our side he always push us to take any offer they provide, and he is not doing the valuation that he suppose to do. Every time we ask him about it he don't answer and he talk about the valuation my parent requested.
I'm interested in understanding the meaning of the term
I'm interested in understanding the meaning of the term "integrate" in the legal sense and in relationship to the federal acquisition regulation (FAR). When the government asks for solicitations against a performance work statement and listed in the requirementis to “replace, integrate and test” a given component that is a sub-component of a larger system, what is the meaning of the word integrate in this context? For example if the new component replaces an old component and is of a different type due to changesin technology, is the bidder responsible for all tasks that would make the new component work in the system? For example new wiring, software modifications, electronics signal matching etc? I ask the question because I observed a solicitation and two companiesseemed to have different views; one's view is that anything beyond unscrewing the old component and installing and connecting the new component constitutes a change. i.e. if the wiring or electronics or even software configuration doesn't allow the new oneto replace the old one without any additional work it's a change. They even viewed physical differences in the installed location as a change (i.e. that the new component is larger than the old one). The other company thinks that integration means all thetasks necessary to make the new component work with the legacy system including changes to wiring, electronic signaling and software configuration. I'm curious what is the right answer?
K. ONLY! A contractor failed to complete the work on my home
For Dimitry K. ONLY! A contractor failed to complete the work on my home and I want to sue him. I'm in Los Angeles, California. The original intent, which was shared with the contractor, was to buy the house, renovate it and then sell it as quickly as possible. I intendedto sell the house after it was complete as the mortgage interest is exceptionally high and I wanted to develop it and move on. The brief contract between the contractor and myself is attached. I have sent 4 demand letters via certified mail, including thelast one which offered to wipe out the delay penalty completely so both of us could walk away with nothing owed if he just fixed 6 of the 70 things that have not been done properly. He ignored my letter and email. I believe there are 3 issues overall: 1. Thecontractor did not complete the work per the scope 2. The contractor damaged my property and/or caused other damage to the property while undertaking work 3. The contractor is exceptionally late in completing the work he did do Issue 1: The original contractvalue was $224,355. I paid him $201,000. The work started in October 2013 and was due to finish in February 2014. I have yet to pay him the final payment of $23,355.00, which per the contract is due upon Completion and satisfaction of Owner. He accepts inwriting that the work isn't complete so I refuse to pay. The value of the outstanding work is around that figure so I don't want to give him any money before he completes the work; he clearly hasn't been trustworthy to date and when I do give him money, hejust disappears for months on end. When he stopped working in April 2015, he asked for me to pay the final $23k payment into an Escrow account. I told him that's not reasonable because the contract doesn't require it and I have, to date, paid every singlepayment that is due either early or on time. I have always paid him on time, I can prove I have the money to pay, and he has no reason to believe he will not get the money. He just knows the delay penalty (issue 3) will eat into the money due. Issue 2: I haveoverpaid him by around $4,000 because he hasn't done some of the work and in other areas, he has damaged my property. I have emails, photos and video evidence of him/his team damaging my property from my CCTV system. The contractor knew of the CCTV systemand a sign is displayed prominently showing the presence of the system at the front of the house. He owes me a lot more than $4k for the shoddy work but on balance of the time to identify each item it seems easier to limit the part of the claim for shoddywork to the $4k that is easiest to identify and prove. Issue 3: The contract provides for the $50 a day delay penalty (in order to cover some of my mortgage interest and property taxes), which I started calculating from the first day of March 2014 to the dateI believed he wasn't coming back to complete work. The contractor put the delay penalty clause in the contract. The calculation was originally going to be from March 2014 to April 2015 when he told me I had to pay the remaining money into an escrow accountfor him to continue, but then he engaged again in July 2015 and said he'd send over a list of the work he would complete on the job. He never did. So I calculated the delay penalty to run from March 2014 to August 2015 (i.e. just a month or so after I hadn'theard from him despite me emailing him twice and writing a final demand letter). At that point I considered the project abandoned. The delay penalty now equates to $26,000. My questions to you: A. What is your overall view of the chance of success in thiscase? B. What are the positive things that go in my favor? C. Are there any negative things that do not work in my favor? D. As the total owed to me is around $30k ($26k delay penalty plus $4k damages/re-work), is it right that I'll be suing in the CaliforniaSupreme Court with an unlimited case for breach of contract? E. Do I need to do anything else before I file my claim with the court? F. Which forms do I need to complete to start the claim?
I own a small airplane that is registered in a Delaware LLC
I own a small airplane that is registered in a Delaware LLC which I am the sole owner. I would like to transfer ownership of this aircraft to a Michigan Corporation owned by my wife and I. Must I pay any sales tax or transfer taxes?
We are a TN based entertainment company attempting to acceptView more business law questions
We are a TN based entertainment company attempting to accept the "investor" debt associated with a television project of a Nevada based entity in the acquisition of the project; however, we have discovered that the investor contracts were signed by a producer on project whom was not a member of the LLC and an agent agreement or power attorney granting the producer authorization to execute the agreements do no exist. The NV company owner is stating he provided the producer a "verbal" authorization. The question is, will oral authorization to a third party for a signatory suffice in the execution of the investment agreements?Thank you,Kevin Wayne
Counselor at Law