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Deer Lunge lawyers and shady businessmen: long kweshun 4 you
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Replies: 22  

Deer Lunge lawyers and shady businessmen: long kweshun 4 you

emoji_events [5]
May 20, 2022, 2:39 PM
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Say, hypothetically of course...that a portion of an existing business (Biz 1) was purchased, and this new business (Biz 2) is owned & run as a separate entity, though still linked to Biz 1. Basically, Biz 1 used to provide two distinct, but related, services...and Biz 2 bought one of those. The plan, a couple years down the line was for Biz 2 to buy the remaining Biz 1.

because of that plan, things like website, phone numbers, email, social media and things like that, were NOT split up, (ie, Biz 1 keeping their ####, and Biz 2 starting up new juans)

This was Biz 2's idea, since
a) the businesses were still related, and probably still seen as one business in the public eye, to some extent
b) it was all ghana merge back together in the future, anyway
c) Biz 2 realized they could do all that WAY WAY WAY cheaper than an archaic Biz 1 had been doing.

so, Biz 2 basically took over the web domain, hosting, etc...re-built a website that it manages and pays for, switched phone services (ported the existing number) and manages & pays for that, and handles any and all social media (big part of marketing), to the point where Biz 1 no longer even has access, and Biz 2 promotes Biz 1 equally and at their request. FB, IG, twatter, etc...


NONE of this transfer of digital 'property', accounts and services was nailed down in writing, or anything more than just Biz 2 saying "hey, we can save thousands of doll hairs a year by doing it this way, and we'll all benefit", and Biz 1 agreeing and basically handing over the reins to everything.

No contract, or anything...that was 2.5 years ago. It's all run smoothly since.



SO NOW....Biz 1 is wanting to sell.

Even tho Biz 2 had a Right of First Refusal clause in the original purchase contract, that didn't stop (nor obligate them to stop) Biz 1 from getting an outside offer, that Biz 2 now has to either match or decline.

In the terms of that offer, Biz 1 negotiated with the other party to include 'their share in the usage and ownership in the web domain, web traffic data, social media channels, etc....'

Biz 2 doesn't think that all of that is Biz 1's to negotiate or sell, anymore, as they have not been financially tied to it, nor have had any active hand in managing it since 2019.

Biz 2 also thinks that there is an implied monetary value to all of that (on top of the monthly/yearly costs) that is currently accounted for in the offer price (that Biz 2 has to match if they want Biz 1), and without those things being on the table for sale, that offer price may likely decrease.

So, does it make sense for Biz 2 to make a stink about that, so that they a) retain current control/ownership of those things, and more importantly b) potentially lower the purchase price of the other offer, thus lowering what Biz 2 would be obligated to pay? It's reasonable for Biz 2 to claim full ownership and rights to that stuff, and prohibit Biz 1 from 'selling their 'share'', right?



/Wall Of Text, Kinda

FYT:


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Didn't we already answer this question?***

[2]
May 20, 2022, 2:46 PM
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2022 white level member flag link

hey, jimmy.


a version of it....the right of first refusal part***

[2]
May 20, 2022, 2:48 PM
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Jimmy pays attention.***

[3]
May 20, 2022, 2:50 PM
Reply



2022 white level member flag link

hey, jimmy.


Oh Jimmy

[2]
May 20, 2022, 2:52 PM
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https://www.youtube.com/watch?v=d681GuMZj6Y

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Can Biz 2 invoice Biz 1 for the services they provided for

[2]
May 20, 2022, 2:51 PM
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free and thus establish that either new biz continues to pay Biz 2 or new biz can #### right off about that ####?

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Biz 2 covering the costs was part of the verbal agreement

[1]
May 20, 2022, 2:53 PM
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an agreement that Biz 2 wouldn't extend to another party.

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Right so Biz 1 doesn't have to pay (barter with handy or

[2]
May 20, 2022, 2:55 PM
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a beer) but the invoice would establish that service is not free/owned by Biz1?

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Biz 1 will likely not cooperate with Biz 2 in that regard

[1]
May 20, 2022, 2:57 PM
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*see above 4D chess comment

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er....'below'

[1]
May 20, 2022, 2:58 PM
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it's gotten snarky, but Biz 2 is definitely doing the out-snarking

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Well if that is the case then is Biz2 obligated to continue

[1]
May 20, 2022, 3:00 PM
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providing this free service to Biz1? If not then they should quit lickety-split.

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not sure.

[1]
May 20, 2022, 3:06 PM
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I guess that obligation is part of what I'm asking....Biz2 could turn it all off in a matter of minutes, if needed (at least, their access)....also, the business ownership will likely change hands (either way) within a week or 2, so not sure if it'd really matter

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Well just because Biz2 gave something away free once

[1]
May 20, 2022, 3:20 PM
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doesn't obligate Biz2 to continue giving it away for free.

But I think Biz2 can raise a stink if it thinks Biz1 is selling something that Biz1 does not own. Or, just quit providing the free service and let Biz1 and new biz fight it out.

Mebbe time to


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Re: Well just because Biz2 gave something away free once

[1]
May 20, 2022, 3:22 PM
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yep, lawyer(s) fo' sho...but asked herein the meantime.

Biz 2 is, in all likelihood, ghana buy Biz 1....but wanted to use that bit of leverage to drop the other offer price down.

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How much...or what%...of the offer price are we...

[1]
May 20, 2022, 3:33 PM
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talking about here?

badge-donor-05yr.jpg flag link

dunno, tho the price that Biz 2 needs to match is about

[1]
May 20, 2022, 3:40 PM
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20% higher than Biz 2 feels it is worth, but that doesn’t really matter with an existing

Even knocking it down by 10%, the savings is still well into 5 figures

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perhaps worth mentioning: This has been going on since end

[1]
May 20, 2022, 2:57 PM
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of Feb, and since then Biz 2 has been running mental circles around Biz 1 (and their consultants), and is feeling confident in their assessment of this current situation.

4D Chess vs travel checkers.

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can you summarize into a deck for us to review

[2]
May 20, 2022, 3:02 PM
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Monday at 8 AM?

Thanks

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I remember season 1 of this drama

[2]
May 20, 2022, 3:11 PM
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Was fully expecting the scrìpt writers to have an episode where biz 2 gets a lawyer to put everything in writing for just such situations

But no, they had to go with the “we’re all friends here, nobody gets ugly when money’s involved” trope to lead us to a season 2 cliffhanger finale

Sorry I got no clue

2022 orange level memberbadge-donor-15yr.jpgringofhonor-cu85tiger.jpg flag link


“When my information changes, I alter my conclusions. What do you do, sir?”
John Maynard Keynes
“Anti-intellectualism has been a constant thread winding its way through our political and cultural life, nurtured by the false notion that democracy means that my ignorance is just as good as your knowledge.”
Isaac Asimov


Biz 2 did that very thing, kinda

[1]
May 20, 2022, 3:19 PM
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but, during a few consultations, the lawyers told Biz 2 that they were indeed running mental circles around Biz 1, and didn't really need lawyers yet, until Biz 1 came back w/ a Letter of Intent from other party (which they were refusing to do, leading Biz 2 to believe that Biz 1 hadn't agreed to some other terms that Biz 1 had changed along the way)

LOI was received this morning, and what'd ya know...not only were Biz 1's attempt at changed terms NOT included in the LOI, but the purchase price was 5% lower than when it was originally relayed to Biz 2.

So yeah, this will go to lawyers, but figured I'd ask the lunge too

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This sounds like a convoluted mess but one thing you can do

[3]
May 20, 2022, 3:51 PM
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is for Biz 2 to launch an attack on Biz 1 with shoulder-fired FIM-92 Stinger missiles. Sure, it's messy but IT GETS RESULTS.

ringofhonor-rhtig.jpg flag link


Re: This sounds like a convoluted mess but one thing you can do

[2]
May 20, 2022, 3:53 PM
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I would get someone to put a value on what Biz 2 is doing

[2]
May 20, 2022, 6:17 PM
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for Biz 1, needs to be independent 3rd party, i.e. CPA firm Biz 2 uses, they can do an agreed upon procedures report that does this, obviously, get Biz 2 to put together what they think the costs are, but have CPA audit those.

Now you need someone to put a value on what this is as far as market price for Biz 1, again a valuation expert who can convert those costs into affect on the valuation. You may be able to combine these two things with the right CPA.

I would get attorneys to draft the contract that is verbal, stating explicitly ownership change in Biz 1 terminates the current relationship and make sure Biz 1 gets and acknowledges receipt of this document.

This is assuming Biz 1 is not willing to negotiate the price for these costs. Biz 2 needs to come up with the number, increase it, then sit down with Biz 1 to discuss said amount. Give them some room for you to come down to your real number in other words.

2022 orange level memberbadge-donor-15yr.jpgringofhonor-fatherg-110.jpg flag link

Replies: 22  

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