Jonathan R. Roth

Donvan Hatem, LLP
  • Business Law, Real Estate Law, Estate Planning
  • Massachusetts
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Claimed Lawyer ProfileQ&A
Practice Areas
  • Business Law
  • Real Estate Law
  • Estate Planning
Jurisdictions Admitted to Practice
Massachusetts
Michigan
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Professional Experience
Of Counsel
Donvan Hatem, LLP
- Current
Of Counsel
Glick and Associates
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President and Executive Director
Leavesden Development LTD
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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.
Education
Massachusetts Institute of Technology
M.S. / Business (1989)
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Honors: Sloan Fellow
Wayne State University Law School
J.D. (1976)
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Honors: Order of the Coif
Activities: Moot Court
Professional Associations
Massachusetts Bar Association
Current
Websites & Blogs
Website
Legal Answers
63 Questions Answered

Q. Are mergers really only done when one business is financially suffering and needs another to help it out, or are there
A: There are lots of reasons for a merger: sale and someone wants to retire, one company wants to grow by acquisition, the concept of synergy- two companies merge to become more efficient and better able to compete with larger competitors; one company has a technology or customer base another one wants.
Q. My company is merging with another and the other company's CEO is now going to be the managing partner. Prior to signing
A: Probably not unless you want to argue it was fraud in the inducement and seek to rescind the merger.
Q. How to work in New York law firms (In New York )with LLB degree from LONDON SCHOOL OF ECONOMICS ?
A: You need to contact the NY bar association to determine if you qualify to take the NY Bar Examination. Unlike the UK, each state in the USA licenses its attorneys. I would suggest you contact a bar review course in the USA as US civil procedure is far different than UK or EU law. You would also need to understand the basics of the US's UCC or Uniform Commercial Code, Criminal Procedure, and Business law, all of which are similar but have distinct differences from the Law of the UK. US Constitutional law is also different as the US has its Bill of Rights and the UK does not. I would also call an office of a US law firm in London and ask to meet a US partner located in the UK and explain why you are calling. Chances are someone would give you 30 minutes to discuss your options. I lived in the UK for 5 years and dealt with legal issues as acting MD for a property company there and could have been admitted to the UK bar as a solicitor, but never bothered to do so.
Q. I am an equity partner in a company overseas and want to understand some details
A: A EU company depending upon the jurisdiction it is incorporated can loan money to a US corporation. The Amount of money that is required to be withheld will depend upon the tax treaty as well as the amount of tax it is required to pay to the US. The foreign entity will need to apply for and obtain a TIN. There are other ways of handling the matter including open a US subsidiary such as a LLC and use it as the nominee for such transactions. The EU company is I assume formed in a jurisdiction that has a tax treaty with the US. The foreign company can pay you a dividend or distribution but you will need to declare the income in the US and if there is a foreign tax on the distribution it should be withheld and you can use the tax withheld as credit against the income generated from the distribution. This is a complicated issue and would best be dealt with by discussion and more information is needed.
Q. Is it illegal to make a DIY notebook with logos on it on youtube ? i am not selling anything but i may monetize my video
A: It is not legal to use someone else's logo for a money making promotion without their consent except under unique circumstances. You need to meet with an attorney who handles trademark issues regularly. Likewise the use of someone's logo even in non-money making circumstances is limited. Your question involves very complex issues and as such you need legal advice if you want to use someone else's logo for any reason. If you can do the video without using someone else's logo I would recommend you do the video without using someone else's logo.
Q. (a) Can I use NY as venue for a suit? (b) What type of court should I file in? (c) What type of suit should I file?
A: Under the Letter of Intent does it state what states law and jurisdiction shall apply? if it says FL then you must file in FL. If it is silent, then the issue is do you fulfill the long-arm statute for NY. If you file in New York and the Court decides it does not have jurisdiction you will have to remove the case to FL. However, I would take the LOI and any emails to a local attorney for review and let him tell you if he thinks you can sue in NY or need to retain FL counsel.
Q. The restaurant I work for is also a catering service. The employees get one combined check. If I work different jobs...
A: If you work over 40 hours a week for the same employer then you should get overtime. The calculation of the overtime may bit a more complex than the usual manner. While MA exempts tipped employees from overtime pay, the federal law does not. Therefore, you should be paid overtime at least based upon the MA minimum wage.
Q. What type of corporate entity should I choose for my business to attract a buyout by an investor?
A: If you mean to have someone buy your business in total from you, the choice of entity is not that important since the Buyer is going to want to do an asset purchase. If you are talking about an investor buying into your business that is different and it will depend on both the kind and size of the investor. Generally, LLCs are used most often in early stages and then if you go public you convert into a corporation. Without knowing more details it is difficult to make a definitive recommendation. However, initially a LLC is probably your best option.
Q. If someone has expressed interest in buying my company should I have them sign an NDA before we talk specifics?
A: Yes. Before you give them any information you should have them sign a NDA and even then limit the information until at least an offer subject to due diligence is made.
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