Legal Question in Business Law in Minnesota

Re: Promissary Notes

It really depends on the nature of the acquisition. If it's a stock purchase or a merger, generally you should be in a position to collect on the note (there are exceptions). If it's an asset purchase, with the selling company being "cleaned out," you may have some trouble holding the purchasing company liable on the note.

As a practical matter, you would be best off getting a lawsuit started on your note now, so that it doesn't get lost in the shuffle.

Let me know if I can provide further assistance. In any event, good luck to you.

Standard disclaimer: The comments above are based on limited facts and should not be considered legal advice. We do not have an attorney-client relationship.

Re: Promissary Notes

The result depends on (1) whether the new company buys the old company's stock or (more likely) it is an "asset only" puchase. If it is an asset only deal, the new company is not obligated on the note. Also (2) whether the note is secured by collateral (real estate or personal property), in which case the new company may not be liable but you can still go after the collateral.

Re: Promissary Notes

I would do a demand letter IMMEDIATELY [by FAX or E-mail} to preserve your rights and establish priority for payment.

You may be able to get in under the wire.

If assets only are sold, you could be SOL if the closing has taken place.

I would charge a flat fee for the demand letter.