Acted as Chief Operating Officer and then Chief Financial Officer and General Counsel for Leavesden Developments Ltd, a UK private company that was engaged in the development of 284 acres in the Watford Area that included a Movie Studio which is now owned and operated by Warner Bros. Studios.
Massachusetts Bar Association
Jurisdictions Admitted to Practice
Business Contracts, Business Dissolution, Business Finance, Business Formation, Business Litigation, Franchising, Mergers & Acquisitions, Partnership & Shareholder Disputes
Real Estate Law
Commercial Real Estate, Condominiums, Easements, Eminent Domain, Homeowners Association, Land Use & Zoning, Mortgages, Neighbor Disputes, Residential Real Estate, Water Law
Guardianship & Conservatorship Estate Administration, Health Care Directives, Trusts, Wills
A: In any transaction each party should disclose any material information that might impact the other party's decision to move forward. Generally, each company should disclose their financial information and any known potential liabilities such as potential lawsuits, potential liabilities for recalls of products. There should be a discussion of the retention of key employees and whether licenses held by one company or the other can be assigned without the consent of the owner of the license. The same applies to longer term customer contracts or supply contracts that may not be assignable or may not be assigned without the customer or supplier consent. All of these things could be and usually are material and should be disclosed. A company that is serious about merger needs to do a careful due diligence.
A: There are a number of ways to do this but the two most common are:
1. have someone independently value the stock being purchased without adjustment for minority ownership or lack of control (there are a variety of ways to deal with selection of who values the business);
2. look at any stockholder agreement that exists for how it determines value;
If they can't agree upon price of the stock, are they going to be able to work together? Are both sons going to work in the business and is one going to have less ownership than the other?
Also, if the family business is owned by multiple family members you need to consider the impact of what is transpiring now.
To give a really good and thoughtful recommendation more information is needed.
A: First determine the reputation of the organization. Analyze what the costs are and what the training provides. Ask to talk to existing franchisees or simply go to a relatively close franchisee and speak to them. Check to see if they are registered in your state and if there are pending complaints against them.
There is a very good article written by Susan Adams on things to look at before you buy a franchise. I recommend you read it.