Probably the most important provision of the purchase and sale agreement considering the money is what drives the deal, the economic provision must be detailed and, written with specificity and accuracy.
I initially wrote an Overview of Florida Law on Punitive Damages Claims in Business or Commercial Litigation a few years’ ago. This article is meant to build upon the information provided in my initial article. In Federal Court, there is no requirement to proffer evidence of punitive damages prior to seeking financial net worth discovery. It is really important to understand this concept because in Federal Court it is much more difficult to prevent financial discovery then in State Court.
In the context of a sale or purchase of a company, the “definitive agreement” is usually an asset purchase or stock purchase agreement. The agreement is where many of the most important decisions are made, including pricing and payment.
Despite the fact that the Florida Constitution mandates a right to public records, the process of obtaining public records can be, to say the least, frustrating. Citizens are often forced to wade through an array of statutes, rules, and court interpretations to exercise their constitutional right. As a result, the […]
Due to the adversarial nature of litigation, settling a case at mediation can often be a daunting task. Hence, the common expression of a “good settlement is one where both sides are unhappy.” Emotions run high on both sides. Sometimes, these emotions can continue to run long after the case […]
To bring a suit against a foreign corporation, or anyone for that matter, the court must be a “proper venue” for the suit. Essentially, just because a state has jurisdiction does not mean that a plaintiff can pick whichever court he wants. Without a proper venue, the lawsuit cannot proceed. […]
When an out-of-state defendant gets slapped with a summons from a Florida court with an order to appear and defend a lawsuit, the defendant may have questions (among other things, to say the least). Specifically, the defendant will not only want to know why the plaintiff picked a court in […]
Previously, I wrote a blog highlighting a business purchaser’s need to do due diligence on its prospective target company. As stated, the due diligence process can be split into three parts: (1) legal; (2) financial; and (3) operational. I began this series with a blog concerning legal due diligence, and […]
Previously, I wrote a blog highlighting a business purchaser’s need to do due diligence on its prospective target company. As stated, the due diligence process can be split into three parts: (1) legal; (2) financial; and (3) operational. I began this series with a blog concerning legal due diligence. This […]
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.