Mergers & Acquisitions/Owner passed away


My godfather, who raised me since I was 6 and I consider a father has recently  (last Thursday) passed away. He ran a sole proprietorship trucking company. He started it when I was 12 and drove daily until the day before he passed. He has 4 biological children through 3 mothers and 3 legally adopted children through his wife he was married to but separated from for about 25 years. In his will, he left the business and everything to her and life insurance policies to the legally adopted kids. Last father's day, we (the wife, her daughter, his son and my fiance and I) took him out to dinner and he discussed he wanted to get paperwork drawn up for his adopted daughter, biological son and I to take over his business and help expand it. His wife stated she wanted nothing to do with running it and he said fine, she would just receive a percentage of profit. The paperwork never got done. She wants to dissolve his business. His biological son and I want to start it up on our own. He never filed business name with secretary of state and filed taxes under social. We want to file and start with EIN. Would the wife have any legal recourse to us doing this? We want to keep the name because his customers know it.


Whether your godfather's wife would have any legal recourse if you started a new business with the same name is a complicated legal question. You and your godfather's biological son should find a business attorney who is familiar with the laws of your jurisdiction and get advice from him or her before you take any action. Depending on the specific facts, your situation possibly presents a number of legal issues including, among others, trade secrets, trademarks and unfair competition.

Normally, courts in most jurisdictions are very reluctant to issue rulings which restrict competition.  For that reason, I would not expect courts to restrict you from starting a new business since you have not indicated that there are any non-competition agreements.  Even if there were non-compete agreements, if the wife dissolves the company, the company would have no protectible interest and I don't believe that any court would prevent you from starting a competing business.

Using assets of the business such as its client list and trade name would be a more difficult question if the business were continuing, but once the business ceases, and assuming his wife has no plans to sell those assets, she probably has no legal basis to prevent you from using them. However, since she technically owns the assets even after dissolution of the business, that is a question you should address to your business attorney.

While it is important to understand your legal rights vis--vis the legal rights your godfather's wife, the best thing you can do is use that knowledge to reach an agreement with her.  Even if she has NO enforceable rights, that does not mean that if she doesn't like what you are doing that she will be unable to bring a lawsuit to try to stop you.  Even if you win the lawsuit, the cost of litigation can sink a new company.  Talking it through ahead of time can save you a lot of headaches and potentially a lot of money in unnecessary legal expenses down the road.


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David K. Staub


I am a business and tax attorney and have spent more than 30 years assisting people in buying, selling, merging and spinning off businesses. I can answer questions on the mergers and acquisitions process and the related legal issues, in general. Topics can include structuring the transaction, negotiating the deal, conducting due diligence, and more. I can also guide people to find sources for answers to specific legal questions which cannot be answered in a forum of this nature.


I have been an Illinois business attorney for almost 30 years. I have an extensive practice in the mergers and acquisitions area and have been involved in the tax and legal issues on hundreds of business transactions.

Staub Anderson LLC
Chicago, Illinois
Mergers & Acquisitions

Illinois business attorneys

Practice Areas
Business Organizations


-Joint ventures
Mergers & Acquisitions
-Buying/selling business
Securities Law
Tax Law
Technology Law
-Software licenses
-Development agreements


Responses are intended to be informational only. No response is intended to constitute legal advice or create an attorney-client relationship. Online advice is not a substitute for consultation with an attorney.

Illinois State Bar Association; Chicago Bar Association (former Chairman of the Corporation & Business Law Committee and former Chairman of the Mergers and Acquisitions Subcommittee; former Executive Committee member, Federal Tax Committee and Chairman of subcommittee on general tax issues); Glenkirk Foundation (Trustee; Vice-Chairman/Strategic Planning); Association for Corporate Growth, Chicago Chapter; Midwest Entrepreneur Forum; Midwest Association of Alpha Delta Phi - President

Commerce Magazine; YLS Journal; ISBA Section of Taxation Newsletter; Internet Law Forums

Harvard Law School, J.D., 1977; University of Illinois, B.S. in Accounting, with highest honors, 1974

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