Buying a business via an asset sale means that you are not just buying THE Business as a concept; you are in fact buying all furniture, equipment, inventory, names, phone numbers, contracts, and everything else that makes the business operate. Your purchase agreement may state that you are buying “substantially all the assets of business … Read More
Any lawsuit has to be served on the opposing party. Some defendants try to get cute and hide from the process server or otherwise attempt to prevent service. Not a good idea in the long run. They will usually get you eventually. In a recent decision by the Supreme Court, New York County (Big Yuk … Read More
When buying or selling a business, the parties often use a term sheet to memorialize the basic terms of the planned transaction. Term sheets are also called “letters of intent” or “memorandum of understanding”, sometimes they use abbreviations, like LOI or MOU. Term sheets are good to get clarity on certain terms and knowing early … Read More
If you conduct your business through a New York Limited Liability Company, you want to make sure that you keep up with all ongoing maintenance obligations so that you do not run into problems later, such as being accused of mismanagement or someone trying to make you personally liable for LLC obligations. Failing to make … Read More
Forgetting to update your Limited Liability Company address (or failing to monitor your mail) can become a problem when someone files a lawsuit against the LLC and serves the papers on the Secretary of State. The Secretary of State will notify you of the lawsuit by mail and that notification starts the time to answer … Read More
I am picturing a client walking into an initial consultation asking this question considering some perceived wrongdoing by the respective other 50% shareholder of the corporation or member of the limited liability company. Of course, I would investigate the specific facts underlying the client’s concerns, but in general, what are your rights when you own … Read More
A and B enter into a contract. B breaches the contract. A can cancel the contract if B committed a material breach. In other words, only a material breach allows the non-breaching party to cancel the contract. This is an unwritten rule under New York law contained in every contract, unless your contract specifically provides … Read More
