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Mergers & Acquisitions Questions & Answers
3 Answers
| Asked
in
Mergers & Acquisitions, Business Formation, Trademark, Business Law and Intellectual Property
for
Illinois
on
Q: How can I acquire a defunct company's trademarks in Illinois?
I am interested in acquiring ownership of a defunct company that ceased operations in 1968, along with its key original filed trademarks. Some of these trademarks are still actively used by an owner within the same industry, while others are expired or have limited use. I want to continue the... View More 
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Patrick A. Twisdale
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answered on May 13, 2025
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answered on May 13, 2025
Trademark rights in the United States are primarily governed by federal law and adjudicated through the U.S. Patent and Trademark Office (USPTO) and the federal court system, rather than through state registration systems. While some states, including Illinois, do maintain their own trademark... View More
2 Answers
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in
Employment Law, Mergers & Acquisitions, Contracts and Business Law
for
Texas
on
Q: Are the new company owners obligated to uphold my truck allowance agreement after a merger?
I work for a company that recently merged with another company. Three years ago, I signed an employee agreement that provides a weekly truck allowance, maintenance costs, and a fuel card for using my personal vehicle for work. The company taking over is attempting to remove these benefits without... View More
John Michael Frick
answered on Mar 31, 2025
answered on Mar 31, 2025
The parties almost always can modify a previous agreement if they both mutually agree to the modification. If the parties do not agree, it depends upon what the original agreement provides whether one party can unilaterally modify the agreement. If there is nothing that gives the company the... View More
2 Answers
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in
Business Law, Contracts, Mergers & Acquisitions and Employment Law
for
New York
on
Q: Am I violating my separation agreement by giving a statement to Company A's legal team regarding events at Company B?
I worked at Company A, which was acquired by Company B. Post-acquisition, Company B terminated my employment. My separation agreement with Company B states I cannot make damaging or false remarks about the company or related parties, though I can respond to legal inquiries. Company A's former... View More
Samuil Buschkin
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answered on Mar 4, 2025
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answered on Mar 4, 2025
I would certainly speak with an employment lawyer, if you cannot avoid rendering the statement. If in fact, you are under a contractual obligation to not divorce, confidential information and you end up doing so then you might be in violation of such obligations and subject to whatever penalties... View More
1 Answer
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in
Contracts, Employment Law, Business Law and Mergers & Acquisitions
for
Louisiana
on
Q: If a lawsuit filed in Texas declares money is owed to plaintif; how does plaintiff collect said money?
Randy Bryan Ligh
answered on Oct 21, 2024
answered on Oct 21, 2024
Depending on the amount of the judgment should determine whether or not you should consult and hire a lawyer to assist with the collection of the judgment. That said, if the defendant does not voluntarily pay the judgment then you need to collect on it by seizing his property, for example, a bank... View More
Q: We sold our company in Sept 2023 to two Mexico investors, need help come 9/20/24 when sellers note is due can you help?
Seller's note is contingent upon gross revenue of $2.85 million and paid out monthly for 4 years each year 120K The gross revenue will not be attained due to new buyers non performance. New owner is not a citizen of the US and is a 26 yr old son of one of the investors and has no interest in... View More
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James L. Arrasmith
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answered on Jun 19, 2024
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answered on Jun 19, 2024
I understand your concerns about the upcoming meeting on September 20, 2024, regarding the seller's note payment. It seems that the new owners have not been performing as expected, which may result in a lower payout than initially agreed upon. Given the complexity of the situation, involving... View More
Q: We sold our company in Sept 2023 to two Mexico investors, need help come 9/20/24 when sellers note is due can you help?
Seller's note is contingent upon gross revenue of $2.85 million and paid out monthly for 4 years each year 120K The gross revenue will not be attained due to new buyers non performance. New owner is not a citizen of the US and is a 26 yr old son of one of the investors and has no interest in... View More
John Michael Frick
answered on Jun 17, 2024
answered on Jun 17, 2024
You should contact an attorney experienced in the area of practice called business litigation in or near the county specified in the forum selection clause in the sale agreement, or in the county where the new owner resides if he is the promisor on the note, or in the county where the... View More
Q: My question is how deathbed directives on disposition of assets will be viewed via telephone to recipient party ?
If a good brotherly friend in Canada owns a company and is on death bed, who sends a chat to me in USA and intends to turn over his company and bank accounts to me and expresses that in his chat AND sends transfer of ownership papers and considerable cash to me by his adopted sister who is... View More
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James L. Arrasmith
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answered on May 27, 2024
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answered on May 27, 2024
In this situation, there are a few legal considerations to keep in mind:
1. Deathbed directives, also known as deathbed wills or oral wills, are not legally recognized in most jurisdictions. For a will to be valid, it typically needs to be in writing, signed by the testator (the person... View More
Q: Dissolution and closing of a Personal Service C Corp upon the death of sole shareholder & president
A Personal Service C Corp had only one shareholder, who was also the president. Upon the death of the sole shareholder & president, the business is closed and the C Corp needs to be dissolved. The Secretary of the C Corp will sign the Certificate of Dissolution to be filed with the Secretary of... View More
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James L. Arrasmith
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answered on May 15, 2024
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answered on May 15, 2024
In the case of a Personal Service C Corporation with a single shareholder who was also the president, and upon their death, the corporation needs to be dissolved and closed. Here's a step-by-step guide on how to proceed:
1. Appoint a new director: If the deceased shareholder was the... View More
2 Answers
| Asked
in
Employment Law, Business Law, Civil Litigation and Mergers & Acquisitions
for
California
on
Q: Enforcing a judgment on a dissolved corporation
I sued my employer (it's a nonprofit organization) a couple of years ago, but since then, it has sold some of its assets to a third party and transitioned to a new corporation under a different name, but the executives and the board of directors remain the same. How will this transition impact... View More
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James L. Arrasmith
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answered on May 7, 2024
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answered on May 7, 2024
Under California law, if a corporation has been properly dissolved, it generally cannot be sued. However, there are some exceptions and considerations in your case:
1. Timing: If the lawsuit was filed before the corporation was dissolved, the case can typically proceed. The... View More
2 Answers
| Asked
in
Employment Law, Business Law, Civil Litigation and Mergers & Acquisitions
for
California
on
Q: Enforcing a judgment on a dissolved corporation
I sued my employer (it's a nonprofit organization) a couple of years ago, but since then, it has sold some of its assets to a third party and transitioned to a new corporation under a different name, but the executives and the board of directors remain the same. How will this transition impact... View More
Neil Pedersen
answered on May 7, 2024
answered on May 7, 2024
Yes, this will significantly complicate things. Far more information would need to be known about the situation to provide any solid guidance. If you have not yet procured a judgment, there are things you will need to do now to try to wrangle the new entity into the lawsuit, and depending on the... View More
Q: Can Fedex and UPS merge to compete with Amazon? If no why not?
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James L. Arrasmith
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answered on Apr 15, 2024
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answered on Apr 15, 2024
It is unlikely that FedEx and UPS would merge to compete with Amazon, for several reasons:
1. Antitrust regulations: A merger between FedEx and UPS, two of the largest shipping and logistics companies in the United States, would likely face significant scrutiny from antitrust regulators.... View More
Q: Why couldn’t Kroger and Albertsons merge yet Amazon, Google, WalMart can continually exist as one?
John Michael Frick
answered on Apr 15, 2024
answered on Apr 15, 2024
The FTC stated that the proposed deal would eliminate fierce competition between Kroger and Albertsons, leading to higher prices for groceries and other essential household items for millions of Americans. The loss of competition would also lead to lower quality products and services, while also... View More
1 Answer
| Asked
in
Business Law, Mergers & Acquisitions, Civil Litigation and Securities Law
for
California
on
Q: I run a business in Los Angeles and received a Wells Notice after testifying, without an attorney.
hvm
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James L. Arrasmith
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answered on Jan 30, 2024
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answered on Jan 30, 2024
Receiving a Wells Notice in Los Angeles indicates that the Securities and Exchange Commission (SEC) is considering enforcement action against you or your business. This notice is a serious matter and typically precedes formal charges. It gives you the opportunity to present your side of the story... View More
1 Answer
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in
Legal Malpractice, Civil Litigation, Mergers & Acquisitions and Business Law
for
New Mexico
on
Q: My sex trafficking case hasn't progressed since a demand letter. Company sold in 2024; lawyers unresponsive. What can I do?
I've been involved in a sex trafficking case where a demand letter was sent in November 2022. My lawyers claim there's been no movement on the case, but recently, I discovered that the company being sued was sold in a cash sale in September 2024. Despite this, my lawyers have not... View More
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James L. Arrasmith
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answered on Jun 25, 2025
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answered on Jun 25, 2025
You have every right to demand answers, updates, and your complete case file—especially in a matter as serious and life-altering as a sex trafficking claim. If your lawyers are ignoring your calls, failing to update you, and withholding documents they previously promised, that may be a breach of... View More
Q: Concerns about legal implications of company purchase agreement and need for notary.
I am planning to purchase a company using a loan from the seller, with an agreement to have no interest for three years. The business transactions will go through an account that I will be restricted from accessing as per our protection agreement. There is a "detanglement agreement" that... View More
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James L. Arrasmith
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answered on Jun 7, 2025
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answered on Jun 7, 2025
You don’t legally have to notarize a private purchase agreement in California, but getting signatures notarized can help prove authenticity if the deal is ever challenged. If you’re transferring real estate or certifying assignments of ownership interests, notarization is required for public... View More
Q: Can I sue a gym that closed unexpectedly and refused a refund after billing?
I recently found out that my gym is closing due to a merger. They informed members of the closure on 4/21, but my annual membership fee was automatically deducted on 4/22. The gym is not offering any refunds, although they allowed me to cancel my membership. I contacted them about a refund, but... View More
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James L. Arrasmith
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answered on May 15, 2025
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answered on May 15, 2025
In this situation, you may have grounds to take legal action against the gym, but it will depend on the terms of your membership contract and whether the gym is violating any consumer protection laws. Many gym contracts have clauses regarding refunds, cancellations, and what happens if the gym... View More
Q: What are Florida's interest rate limits for SBA loans?
I am considering purchasing the assets of a company using an SBA loan. Are there maximum interest rate limits imposed by Florida law specifically for SBA loans?
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James L. Arrasmith
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answered on May 14, 2025
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answered on May 14, 2025
When it comes to SBA loans, the interest rates are generally governed by federal guidelines rather than state law, including Florida. The Small Business Administration sets maximum allowable interest rates for its loan programs, which vary depending on the loan type, term length, and whether the... View More
Q: Seller seeks legal actions for indemnification clause enforcement in M&A deal.
I am the Seller in an Insurance Agency M&A deal where the Purchaser is refusing to pay for services provided between October 2024 and January 2025. The services include Accounting, Acquired Client Transitional Services, IT, and Integration Services. The agreement includes an indemnification... View More
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James L. Arrasmith
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answered on May 12, 2025
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answered on May 12, 2025
You have several viable legal options to address the Purchaser's refusal to pay for services rendered between October 2024 and January 2025. Our firm recommends filing a breach of contract lawsuit against the Purchaser, as they have failed to fulfill their payment obligations under the... View More
2 Answers
| Asked
in
Copyright, Mergers & Acquisitions, Intellectual Property and Business Law
for
Rhode Island
on
Q: How to obtain copyright of abandoned children's show?
I am interested in pursuing the acquisition of the copyright for an old children's show marked as abandoned with the serial number 74144224 for commercial use. The original lawyer associated with the copyright has passed away, and there is no contact information available on the copyright page... View More
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Alan Harrison
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answered on Apr 13, 2025
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answered on Apr 13, 2025
I think that you have confused copyrights and trademarks. The number you provide is a trademark registration not a copyright registration. Trademarks, not copyrights, can be abandoned by non use.
If the trademark has truly been abandoned, then your path forward would not be overly complex.
1 Answer
| Asked
in
Civil Litigation, Government Contracts, Mergers & Acquisitions and Public Benefits
for
California
on
Q: If I post a sign and declare public use what uses are valid and do I have to request permission to initiate this use
There is a dwp owned property that is unlisted by the county near me
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James L. Arrasmith
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answered on Jan 22, 2025
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answered on Jan 22, 2025
I need to be very clear - posting signs cannot legally establish public use rights on DWP (Department of Water and Power) property, as this would constitute trespassing on government-owned land. This could result in serious legal consequences.
The proper way to request public use of DWP... View More
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