Lease Assignment: I want to buy business but the assignment is not approved by the landlord. The seller suggest the the other solution that is selling voting trust and I will be a trustee. What is advantage and disadvantage for me?
It sounds like you've cut the deal to buy the business and the only hold up is that the landlord won't approve the assignment of the lease to you as part of the deal. There are a number of possibilities to consider. Although you may have already addressed them, let's list them for other visitors to see as well:
Now for the structure of the deal. You didn't say how the business is organized. Let's assume it is a corporation. Are you really buying stock? Why? Are you really comfortable with the risks of the liabilities of the predecessor/seller that you'll be assuming if you buy the entity instead of assets? See above concerning stock sales and the lease. If you really are comfortable buying stock what difference is there between buying stock or having a voting trust buy the stock (there has to be a sale to get the seller the money) and you being a trustee? While anything is possible it would seem that a direct stock sale would not be less of an issue then having a voting trust involved.
A voting trust is a trust (a contractual arrangement) which typically (but it all depends on how its structured and what the terms are) owns only nominal control of the stock and designates a person to vote. In some voting trust arrangements someone other than than trust owns actual legal or beneficial interests in the stock.
It is not clear how the voting trust arrangement will solve the lease problem. It is not clear that all options to address the assignment of the lease have been dealt with. It is not clear what rights you will have under the voting trust and how you will be protected. There are issues with the structure of the deal as an apparent equity (stock, LLC membership interests, etc.) sale. You really need to consult with an attorney in your state that has business and real estate expertise. Also, don't cut out your accountant. Be sure he or she has reviewed all the numbers and the tax implications of any proposed transaction before you sign.
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