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
35 Questions Answered

Q. If you acquire a company do you have any obligation to retain their independent contractors?
A: If you purchase the stock of a company you are obligated to honor existing contracts. If you buy the assets of the company you can purchase the assets and limit the obligations and contracts you accept in the purchase. If the independent contractors have contracts, you have to honor those contracts. If they have termination provisions, then you or the current owner of the company can terminate them. I would have the independent contractors terminated and a release obtained by the Company prior to closing on the acquisition or I would buy all the assets and limit what obligations I would undertake.
Q. Is there a "healthcare P.O.A" to designate someone to make medical decisions for you, if you are intact/alert?
A: MA allows you to have a DPOA with immediate effect, so you can amend your current DPOA to allow for immediate authority to act for you.
Q. Can a member of an LLC protect their interest in the company by placing that interest into a Trust?
A: Placing an LLC in a trust does not change when the LLC wants to make distributions and that is determined by the Manager and/or the Members of the LLC. The Trust can provide for distribution of funds on a monthly quarterly or annual basis. It depends how it is drafted. The reason to put a LLC in a trust is usually for estate planning purposes not to create distribution requirements. If you are talking about converting to a Massachusetts Business Trust, I would recommend you change the terms of the LLC Operating Agreement and not use the Massachusetts Business Trust.
Q. If companies that are based in different states merge, how do you decide which state's law should apply to the merger?
A: The merger agreement dictates which state laws apply. As to that decision it depends if it is a merger of equals or one is entity will remain in control. The decision should be based on what is best for the merged entity.
Q. In a restaurant if patio is closed can they still make us came in and fill other positions as if we were on call? Ty
A: An employer has the right to ask a waiter or anyone else to come in to work. The question is whether you are required to go in if you were not scheduled. The fact is that you are not required to go in, but assuming you are an employee at will there is nothing to stop the employer from terminating you. Most waiters and staff in a restaurant are subject to a call to come into work, such as when someone is sick. However that does not mean you are on standby or on call. As I said you can tell your employer you can't come in for whatever reason, but if you just don't feel like it, then you may get fired.
Q. Just got a letter regarding the settlement of a class action law suit I may be eligible to receive payment for.
A: Call the court to verify the information and if the it is valid, then submit the information.
Q. I pitched a technology start-up idea to a family relative, he liked it and agreed to invest.
A: The answer to your question depends on the Tax Treaty between your relatives home country and the USA. Generally, interest paid to foreign nationals on loans made in the USA are subject to US taxes and withholding. The amount of the tax and the withholding is dictated by a tax treaty between the USA and the foreign national. If there is no tax treaty then the US tax would be 30% subject to certain elections which could be made by the foreign national. The withholding would be at least 10%. Please feel free to call me if you want a more detailed response.
Q. Can a president of a nonprofit lease a property that is in a trust to one party and in turn they sublease it back to him
A: While it is a conflict of interest, if disclosed and approved by the prior Board then it is not illegal. The disclosure had to be complete however.
Q. Is it fraudulent to renew an expired alcohol license that was from a previous owner?
A: It is fraud if he renewed it in your name. He should have transferred it into his name.
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Boston, MA 02109
USA
Telephone: (617) 406-4647
Fax: (617) 406-4501