Minority shareholders in a closely held corporation can find themselves in a difficult position if the majority shareholder engages in oppressive, fraudulent, or illegal conduct.
It is a scenario familiar to every association: an owner falls behind on his or her assessments and doesn’t get current, and the association initiates the lien recordation and foreclosure process. However, before the association can foreclose its lien and move the property to foreclosure sale, the mortgagee of the […]
The Americans with Disabilities Act (“ADA”) was enacted by Congress in 1990 to protect individuals with disabilities from discrimination in access to employment, governmental services and programs, public accommodations, transportation, and telecommunications. As stated in the law, the ADA is “an Act to establish a clear and comprehensive prohibition of […]
Businessmen and women have been trying to eradicate fraud claims through contractual language since the beginning of Florida jurisprudence. Historically, the attempt to “kill fraud claims with a contract” have been largely unsuccessful. Essentially, an attempt to eliminate fraud via contractual language requires the Court to reward either the non-diligent […]
Featured in the October 2017 Issue Partner’s Perspective: Patience & Perseverance – It’s the Magic Combination Law Firm 500 Award Results Edgecombe Re-Elected to Board Position New Law Blogs Curiosities, Ruminations and Various Eccentricities of Firm Biz Click to read.
Buying a business is a risky endeavor. What makes the process even more nerve-wracking is that a business is different from just about any other asset one can buy. When one purchases a house, car, or other tangible product, a buyer usually knows what they are getting, can inspect the […]
In June, I began a series of blogs regarding the most important legal considerations in the mergers and acquisition process. The first blog discussed the mergers and acquisition process at a global level generally laying out the six most important legal considerations in the process. In the second blog of […]
All certified contractors must abide by the provisions of Chapter 489, Florida Statutes, which govern construction contracting. The Department of Business and Professional Regulation (“Department”) is tasked with the responsibility of regulating the construction industry and disciplining the licensee for violations of Chapter 489, Florida Statutes. Practically everyday, the Department […]
Nothing is sacred in a Florida Department of Transportation eminent domain proceeding, including a Religious institution that owns real property. Religious institutions are not free from the government’s ability to take private property for any reasonably necessary public purpose. It is the government’s burden to prove, however, that the taking […]
The controlling shareholder—i.e., the shareholder with a majority of the voting power— in a closely-held corporation has significant influence over the corporation’s management and affairs. As a result, minority shareholders—i.e., those without a controlling number of shares—in a closely-held corporation face unique risks from the controlling shareholder, such as oppression […]