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Negotiating Business Deals/Questions Answered by Expert Ronald J. Cappuccio, J.D., LL.M.(Tax)
| Subject | Date Asked |
| Partnerships | 10/12/2011 |
| Q: I am thinking of buying into a sports bar and lounge business. It was started 4 months ago as a ... A: Ricky: It is odd that a bar would have a 30% increase in value in 4 months. Secondly, a pure ... | |
| Law Corporate Question | 5/30/2011 |
| Q: I have a question. I own 20% of a USA company and have a daughter, if something should happen to me ... A: First, you did not specify whether the business is an LLC or Corporation. If it is an LLC, a ... | |
| llc buyout | 3/22/2011 |
| Q: I am 1/3 partner with no written operating agreement. I lost my wife and moved out of state. I ... A: Frank: You are experiencing the problem of not having an Operating Agreement. you are stuck as a ... | |
| 2 Questions | 3/20/2011 |
| Q: Before anything, Thank you for taking the time to answer my questions. I'm presently part of a ... A: 1. Of course you need a lawyer to draw up the confidentiality agreement. I know it costs you money, ... | |
| Negotiating a stake in an LLC as an employee | 2/27/2011 |
| Q: My company merged into an LLC. I am negotiating my employment agreement to include equity in the ... A: You can get membership interests in a Limited Liability Company. Since most LLCs are treated as ... | |
| Buying In | 2/10/2011 |
| Q: How do I establish a fair buy-in price into an existing company? Can that price be negotiated if I ... A: You should get the tax returns and financial statements from the business for the last 3 - 5 years. ... | |
| Potential New Partnership | 2/1/2011 |
| Q: I have a friend that has opened a new auto shop and would like my company to partner with his to ... A: Tals: 1st,I find that most people entering into business believe their contribution is more than ... | |
| Windmill generator lease | 1/29/2011 |
| Q: Cappuccio, I put up some raw land for sale 4 years ago with a contract I drew up that said after ... A: David: You can take 2 approaches. The 1st approach would be to offer the buyer to get his money ... | |
| Renewing billboard lease | 9/2/2010 |
| Q: The present billboard company wants to renew their lease for three years at an annual rent of ... A: Why not ask for the tax return? Even if they have many different Billboards, you can see what they ... | |
| successor liability | 9/1/2010 |
| Q: I am considering buying a small business registered as LLC in Virginia, as entity. A condition of ... A: Your summary sounds okay, but the representations and warranties section of the Agreement of Sale ... | |
| Startup funding | 8/30/2010 |
| Q: A friend and co-worker has what I think is a good idea for an ASP and has a few customers lined up. ... A: Michael: First, is buying the servers enough of an investment. Won't there be ongoing expenses? ... | |
| Business plan or marketing plan | 8/17/2010 |
| Q: Cappuccio, I am in the process of negotiating a exclusive distribution for South America from an ... A: Alfonso: You are in a difficult spot. You want to give enough detail to show your ability, yet do ... | |
| Downsizing - financial obligations | 7/29/2010 |
| Q: "Thank you for taking my question. I am negotiating to buy a small business [LLC]. I have ... A: Here are my comments: 1) What are the financial obligations that the employer will assume while ... | |
| Chef Partner? | 7/10/2010 |
| Q: Should I take on a new partner? I have an upscale casual, 160 seat, (and 30+ seat patio, six months ... A: First, it sounds like you have a tremendous amount invested in your location. The landlord knows ... | |
| PartnerShip | 7/7/2010 |
| Q: I'm starting up a small business actually a retail store. I am looking to partner with a friend of ... A: First, if you cannot agree now, how are you going to be able to agree when the going gets rough? ... | |
| negotiations | 7/6/2010 |
| Q: I am starting a graphic t-shirt line. I've ordered a couple of t-shirts from a company that designs ... A: Lisa: Although you can trademark your company's logo, you can also get protection for your design. ... | |
| negotiations | 7/5/2010 |
| Q: I am starting a graphic t-shirt line. I've ordered a couple of t-shirts from a company that designs ... A: Lisa: There is so much competition in the T-shirt business, just search online. I am worried that ... | |
| Please give me advice for a business agrement / deal. | 7/5/2010 |
| Q: I am associated with a small software company in India and we need the service of other ... A: Rumi: In todays' economic recession, the person who can get the customer and the money, has the ... | |
| How To Negotiate | 6/9/2010 |
| Q: I've always wanted to know the art of negotiating. I realized that this is a very important skill in ... A: Julian: There are many materials on negotiating. My favorite author on negotiating is Herb Cohen. ... | |
| purchasing a small business | 6/1/2010 |
| Q: I am looking at purchasing a small established business. It is a dog grooming/kennel and doggie ... A: The $355k asking price sounds very high considering the business is grossing only $169k. If most of ... | |
| Purchase Offer Contract | 4/24/2010 |
| Q: I have been working with a Business Broker to find a Tavern to purchase. I am now at the point where ... A: DON'T SIGN ANYTHING BEFORE YOUR SEE YOUR ATTORNEY!!!!! DON'T SIGN ANYTHING BEFORE YOUR SEE YOUR ... | |
| Confused about Partnering | 4/15/2010 |
| Q: I own a computer business that I started by myself 8 years ago. During this time I have had ... A: First, I hope you have a good covenant not to compete. That could protect you from your employee ... | |
| partnership | 4/14/2010 |
| Q: I have had my own fashion boutique for about 2.5 years and have recently been approached by the ... A: Jessica: If you were to just compare $30k of assets to $30k of liabilities, there is nothing. On ... | |
| adding a partner | 4/2/2010 |
| Q: i have an existing business, successful restaurant. considering to move to larger location and ... A: You have several issues that make it difficult to value your business: 1. You are moving the ... | |
| Negotiating Ownership/Leadership in New Business | 3/24/2010 |
| Q: I was hired as a training consultant for a software company. The owner who hired me also owns an ... A: Sarah: First, you need a lawyer to negotiate this Business Acquisition. This requires expertise. ... | |
| Joint Venture commission | 3/18/2010 |
| Q: i am arranging for a joint venture between an internation healthcare company and a holding in Saudi ... A: This is an extremely difficult question to answer because there are so many choices. First, if this ... | |
| LLC | 2/5/2010 |
| Q: My question for you seems to be getting more complicated by the day, and I am just not sure who to ... A: Anna: This should not be discussed in a public forum. Starting a business with a family member is ... | |
| LLC issue | 1/9/2010 |
| Q: Ronald, In 2004 I created an LLC with another person for the purpose of buying rental property. We ... A: Peter: This is a typical problem even when the partners were not romantically involved! The ... | |
| Business With Family | 12/24/2009 |
| Q: I have a independent record label its no one but me for know and I have been doing this for 5 years. ... A: First, it sounds like your record label has not been legally set-up. If you do not have an entity, ... | |
| Partnership Investment | 12/22/2009 |
| Q: I have been asked to invest approximately 300,000 into a 2,500,000 small business venture. I'm ... A: Stop!!!! Do not invest money or sign anything until you get legal representation. Investing in a ... | |
| joint venture partners | 11/2/2009 |
| Q: Ronald, I own a small electromechanical industry in Brazil that provide integrated turn Key ... A: Agostino: Thank you for your question. First, you need a Brazilian lawyer to give you specific ... | |
| LLC Partnership Buy Out Options | 9/6/2009 |
| Q: Ron, I am currently in an LLC Partnership with my wife and he mother and father-in-law. The bus. ... A: Chad: I assumed the monthly payment was not directly related to services. I was estimating 48 ... | |
| LLC Partnership Buy Out Options | 9/5/2009 |
| Q: Ron, I am currently in an LLC Partnership with my wife and he mother and father-in-law. The bus. ... A: Chad: My first question is when you say "break-even" does that mean no distributions are made for ... | |
| Investment Income | 6/3/2009 |
| Q: I recently invested in a restaurant and am now receiving my return, which will include my original ... A: Matthew: You did not state whether the business is a corporation or partnership for tax purposes. ... | |
| Partnership in business purchase | 6/3/2009 |
| Q: I hope you can give me some advise. I have been offered to purchase the small business i have been ... A: Ben: The business deal sounds interesting and your should continue to explore it. Nevertheless, I ... | |
| BUING INTO A BUSINESS - DIRECTORSHIP | 5/31/2009 |
| Q: My daughter and the 3 other managers of the company she works for, have been offered the opportunity ... A: Lisa, it is impossible to answer your question without details. First, being a "Director" is not an ... | |
| Investing in an existing LLC. | 5/23/2009 |
| Q: The owner of an existing small business LLC proposed that we become 50/50 partners to expand and ... A: The LLP (Limited Liability Partnership) is probably the wrong way to go. Most likely, you will need ... | |
| contract of terms and conditions | 4/23/2009 |
| Q: My situation is that I have been an independent loan officer for about 7 years. I've been working ... A: Robert: Why did you sign a contract without a lawyer? It looks like you have been outsmarted! You ... | |
| legally binding contracts | 4/18/2009 |
| Q: I was wondering about what it takes to make a contract legally binding. I've read that in many ... A: Oral contracts can be binding. Also, contracts simply initialed can also be enforceable. You will ... | |
| business purchase | 2/23/2009 |
| Q: I have purchased a business and about 2 1/2 months in, it is very clear that the seller ... A: Donna: It is not uncommon for sellers of small businesses to exaggerate the business income - ... | |
| Invention and Investors | 2/16/2009 |
| Q: Mr. Cappuccio, I have an invention patent pending. Some services I have used to develop the product ... A: Kevin: There is no "typical" arrangement. Since you are planning to bring the product to market, ... | |
| selling business | 2/6/2009 |
| Q: I'm not sure if you specialize in this kind of question but here goes; I'm thinking of selling my ... A: Of course you need a lawyer! A good tax and business lawyer will help you evaluate your business, ... | |
| How to structure a "buy-in" | 1/22/2009 |
| Q: invaluable service. We have an opportunity to buy into an existing retail and consulting business ... A: There is no simple answer. It sounds like you are making an asset purchase. You should create a ... | |
| Financial investor | 1/4/2009 |
| Q: Mr. Cappuccio, First of all, thank you for your recent advice on how to structure our existing LLC ... A: Bruce: An international investor can be good. My experience is that many Europeans are used to the ... | |
| no buy out agreement | 12/16/2008 |
| Q: I am a co-owner of a new personal service agency. We have only been in business for a year. It has ... A: It is really hard to value a new closely held business. You did not state the exact nature of the ... | |
| Charging to broker a transaction | 12/7/2008 |
| Q: I am a commercial mortgage broker who has come upon an opportunity to arrange a loan for an early ... A: I am concerned about your follow-up question. You really can be squeezed out in many ways. One ... | |
| Charging to broker a transaction | 12/5/2008 |
| Q: I am a commercial mortgage broker who has come upon an opportunity to arrange a loan for an early ... A: Because your normal fee is only 1% of the deal, I do not recommend that you get involved with an ... | |
| How to structure existing LLC taking on an investor | 12/5/2008 |
| Q: We are an existing cellular company that has been operating for two years as an independent agent ... A: Bruce: "Passive" investors can be real trouble! If the business is doing well, they want their ... | |
| Buying into a business | 11/25/2008 |
| Q: I have been offered the opportunity to buy into a small business. As of now the offer is a profit ... A: Buying into a business is much different than buying a house. You need expert tax and legal help ... | |
| Negotiate equity purchase of commercial building | 11/19/2008 |
| Q: Cappuccio, I'm an expert on the health side and thought I would try being a client as well. I hope ... A: Ed: First, i would like to thank you for being an expert! There are several issues which you need ... | |
| Products to be placed in Europe | 11/14/2008 |
| Q: I am looking to get a particular product that is not currently to be found in many countries ... A: Brad: Do you have expertise in particular countries? If not, your real issue is getting local ... | |
| Letter of Intent for a land development | 10/13/2008 |
| Q: I was hoping you might have some advice, and maybe a sample letter of intent, for a land developer ... A: Lyle, there is no such thing as standard form. The terms of a joint venture are actually forming a ... | |
| question | 7/30/2008 |
| Q: I need advice. I am reading "Rich Dad, Poor Dad" and it has peaked my interest in starting a ... A: Doug I was on vacation and my answer is delayed. First of all, filing online is just the "cover ... | |
| Buying into a business | 7/2/2008 |
| Q: Scenario: I rent space as an independent contractor in a business. I'm considering a partnership in ... A: Cyndi: This is a great question! Doing this very complex business transaction is a perfect example ... | |
| Verbal Contract | 6/14/2008 |
| Q: I have a verbal contract with a business owner that requires a 50% distribution of the profit from ... A: Al: If you do not have the funds to hire an attorney, instead of small claims court, contact your ... | |
| Verbal Contract | 5/27/2008 |
| Q: I have a verbal contract with a business owner that requires a 50% distribution of the profit from ... A: Al: First, you should sit down with the owner and explain your understanding of the deal. If he ... | |
| Billboard ground rent | 4/12/2008 |
| Q: I own a house that has 45 acres of ground behind it that is currently being built into a Towne ... A: The price depends upon the market in your area. As landlord, you will get some of the rent and the ... | |
| Goodwill | 3/12/2008 |
| Q: I have a client that has purchased a business (Dentist business) and there was a substantial amount ... A: Les: Internal Revenue Code Section 197 provides for a 15 year amortization for intangible assets in ... | |
| store lease negotiator sought | 2/14/2008 |
| Q: Whom do you recommend for helping negotiate/renegotiate lower store leases for a chain that has ... A: You have two options. First, you can hire a business attorney with experience negotiating. For ... | |
| "Buying into" a business | 2/12/2008 |
| Q: I am asking this question for a member of my family. They are interested into "buying into" a small ... A: Doug: Tell your family member to look elsewhere for a "safe" investment. Most small businesses ... | |
| 90 day option | 1/10/2008 |
| Q: That is a blessing to those of us starting out. I have a unique opportunity to develop a ... A: Michelle: Options to purchase are quite common in real estate transactions. Usually, the option is ... | |
| starting a business with a partner | 12/11/2007 |
| Q: I am interested in starting a business with a partner. We will try to get an sba loan. I have ... A: Tory: This is the traditional problem in a new business "what is the return to a capital investment ... | |
| Effect of debt when selling the business | 11/29/2007 |
| Q: I am in the process of selling a small business. The business is profitable, but it also has a small ... A: Benson: Thank you for the question. The answer is simple - "honesty is the best policy." Any buyer ... | |
| Name on the Lease | 11/29/2007 |
| Q: I and my husband (common marriage) planning to open a clinic, my question is should both our name be ... A: Holly: Professional Association usually means a corporation. Therefore, your PA will need to file a ... | |
| Setting targets for a sales partner coming on board as a shareholder | 11/28/2007 |
| Q: I am bringing in a partner and they are taking a risk leaving their current job and joining me in my ... A: John: There is no "rule of thumb." Rather, your individual circumstance will determine the ... | |
| buying into an existing "S" Corporation | 11/13/2007 |
| Q: I am considering buying shares in an existing "S" Corporation owned and operated by a friend of ... A: Jeff: First, Friends, Family and business frequently do not mix. Right now I am representing one ... | |
| letter of intent | 10/25/2007 |
| Q: As we put together a letter of intent to purchase another business for a client of ours, is Goodwill ... A: Brian: Generally Goodwill and a Covenant Against Competition are treated the same for tax purpose ... | |
| Letter of Intent | 10/16/2007 |
| Q: I saw your response to a question about due diligence and LOI's. I am interested in any sample ... A: John: I know you think there are "magic forms," but I individually draft my Letter of Intent ... | |
| Business partnership | 10/3/2007 |
| Q: I publish a small online magazine and project potential growth/success, but lack funding. I have ... A: Charles: First you should research the media company. Have they made other acquisitions? Are the ... | |
| Vendor Financing | 9/30/2007 |
| Q: VENDOR FINANCING I need someone to negotiate (or coach me to negotiate) vendor financing to start ... A: Gene: If one supplier can do it faster and cheaper, it may be initially better. Nevertheless, you ... | |
| Vendor Financing | 9/28/2007 |
| Q: VENDOR FINANCING I need someone to negotiate (or coach me to negotiate) vendor financing to start ... A: Gene: It is very hard to negotiate for yourself and you are right to state you need help. When you ... | |
| Strategic guidance | 9/12/2007 |
| Q: I am managing director of a newly stablished representative company in office machines. I started ... A: Majid: Frankly, there is no easy answer. It sounds to me like you have the wrong business ... | |
| wine distributor | 8/30/2007 |
| Q: I have a friend who sells imported wine at several stores and restaurants in the Midwest. She is ... A: Mike: Each state has its own regulations on the distribution and sale of alcoholic beverages. Your ... | |
| opening a new business | 8/30/2007 |
| Q: C i willing be joining forces with my present employer to open a new location. what are the most ... A: Althea: First, by "joining forces" I presume you are having some equity interest in the business? ... | |
| Business Investor Advice | 8/1/2007 |
| Q: My wife and I have a small retail purse store. We are in the need of more operating funds. I have a ... A: Jeff: Thank you for the question. Like many small business owners, you are afraid to get legal help ... | |
| general business deal question | 7/10/2007 |
| Q: We're a small pet related company with a product we think would appeal to large business. Who ... A: First, you need to be sure your product is protected. You should check with a patent attorney if the ... | |
| What contract should I use | 6/28/2007 |
| Q: I'm starting a vendors market. I will lease the parking lot of a local business (Berkeley, CA) as ... A: First, you need a lease with the parking lot owner with an option to renew. You may be able to ... | |
| Bringing in a partner into a existing business | 6/12/2007 |
| Q: Curious; looking to bring in a partner into my business. A few points of concerns; 1. How much ... A: Here is my answer: Curious; looking to bring in a partner into my business. A few points of ... | |
| buying stock in an electrical compamy that is a corporation | 6/11/2007 |
| Q: the owner says i can buy as little or 49percent of his stock and start a sub division of his ... A: First, the arrangement seems a little odd. The current owner obviously wants control because of his ... | |
| Selling a recipe | 6/4/2007 |
| Q: I have been told over and over that I make exceptional fresh salsa...it is my specialty with get ... A: Holly: I don't think you will have much success selling directly to supermarkets. Have you ... | |
| taxes | 5/17/2007 |
| Q: I am selling my small business. It is a s-corp. What can I expect to pay in taxes and is there any ... A: Marc: First, it is good that you have an S corporation rather than a C corporation for tax ... | |
| Selling a recipe | 5/2/2007 |
| Q: I have developed a recipe for gluten-free cookies that is far superior to what is currently in the ... A: Noreen: Your recipe sounds like a great idea? Unless it is able to be patented, you best protection ... | |
| Getting bet deal | 1/13/2007 |
| Q: This doesn't so much have to do with negotiation as it has to do with research. I have a bunch of ... A: James: Research of the product is a good first step in negotiation! I do not know what your ... | |
| partnership proposal | 11/26/2006 |
| Q: Mr Ronald Ronald, I will like your input on negotiating. I own a successful small business and i ... A: You certainly should find a way to fairly compensate someone who has been instrumental in growing ... | |
| Negotiating lease | 11/8/2006 |
| Q: How can we negotiating for new lease with an option to renew to replace an existing lease with no ... A: First, investigate the market. What is your Best Available Alternative? If other rates are better, ... | |
| negitiating lease termination | 11/3/2006 |
| Q: Hai, I have a kiosk in a mall which is going thru reconstruction now. and because of that our ... A: It sounds like you may have grounds for terminating your lease. Nevertheless, your rights are ... | |
| Negotiating Business Deals | 10/26/2006 |
| Q: Cappuccio, My name is Lauren Mayernik. I am a seventh grade student at Saint Teresa of Avila ... A: Lauren: Thank you for your interest in business. I first became interested in becoming a business ... | |
| Thanks in advance! (tough one) | 10/25/2006 |
| Q: Cappuccio, I desperately need ideas to present to reluctant health food store general managers- ... A: Daniel: You are right, this is very tough. Your idea of becoming an employee of each store will not ... | |
| How do I go about to introduce income generating companies for his consideration? | 10/20/2006 |
| Q: I know an entreprenuer in my country who buys controlling stake in companies that generate income. ... A: First, ask him if you find a good prospective investment, would he be interested in you presenting ... | |
| Business Acquisition and Partnership Negotiations | 10/14/2006 |
| Q: Cappuccio, I have been attempting to start a hotel development and management company for over a ... A: Michael: Thank you for the question. I reviewed your website. My first reaction was that it is ... | |
| Taxes on Selling Business | 9/7/2006 |
| Q: We have a small computer business, started from scratch, no inventory, includes vehicle & ... A: Jackie: Congratulations on your successful business! As a sole proprietorship, you have the ... | |
| Negotiating a lease termination option for my business. | 6/26/2006 |
| Q: I own a gift shop in our local mall that makes a living for my wife and myself. The mall is in ... A: Steve: I think you are in a strong position, NOW, but as more stores close, your position will ... | |
| Forming LLC | 6/3/2006 |
| Q: I have been employeed for 3 1/2 years and have brought great economic value to this company. I have ... A: Jeff: Do the owners of the company also believe you "brought great economic value to this company?" ... | |
| Purchasing a business | 5/24/2006 |
| Q: I'm about to purchase a small technology company, 2 employees and gross yearly revenue of around ... A: You definitely need legal help. Even though the business is very small, you have many legal and tax ... | |
Negotiating Business Deals
Answers by Expert:
Ronald J. Cappuccio, J.D., LL.M.(Tax)
Top Expert on this page
Expertise
I have extensive experience in negotiating emerging business contracts and agreements, joint ventures, limited laibility company buy-sell agreements and buying and selling businesses. My approach is from a legal, tax and business prospective gearing my negotiations to practical solutions rather than merely drafting impractical documents
Experience
I have have been an attorney since 1976 emphasizing business and tax law issues. I am an adjunct law professor in negotiation and alternative dispute resolution.
Organizations
American Bar Associtiation
New Jersey State Bar Association
Camden County Bar Association
Publications
Please see:
http://www.taxesq.com
http://adrlawinfo.com
Education/Credentials
BSFS - Georgetown University
J.D. - Unviersity of Kansas School of Law
LL.M. (Tax) - Georgetown University Law Center
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