Professional Services Industry Legal Blog

This blog post is the fifth in a series of posts that will discuss Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post focuses on the rights of members and managers to take distributions from LLCs, along with discussing liability for improper distributions.

A concern regarding the cleanliness of our water supply is not a new issue. Litigation revolving around the cleanliness of our water supply is increasing daily thanks in part to hydraulic fracturing. Hydraulic fracturing—often referred to as “fracking” or “hydrofracking”—and horizontal drilling are not new ways to produce oil and gas; the use of hydrofracking has simply increased recently. Hydrofracking was first tested in 1903, and first used commercially in 1948. By 1988 hydrofracking had been applied to one million wells, and currently about 35,000 wells per year experience some measure of hydrofracking. As the use of hydrofracking has increased so have the concerns, resulting in an increase in related litigation. Part of the explanation for the increased hydrofracking litigation is because fracking is now being used in jurisdictions that are not familiar with oil and gas drilling. A majority of the litigation revolves around concerns of the potential effects on groundwater and chemical composition of the liquids used in hydrofracking, but property, tort, and contract claims have grown exponentially in relation to hydrofracking. This Blog post seeks to explore the top 5 hottest legal issues in hydraulic fracturing litigation.

This blog post is the fourth in a series of posts that will discuss Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post focuses on the changes to Florida law concerning the indemnification of members and managers of LLCs.

We are often asked by clients in corporate disputes how they can maximize value when they are a minority interest holder of a Limited Liability Company when the LLC operating agreement authorizes the Board, at its discretion, to repurchase a member’s interest at book value. In short, there are primarily […]

This blog post is the third in a series of posts that will discuss Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post focuses on the power of members to dissociate from an LLC under the Revised Act.

This blog post is the second in a series of posts focusing on Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are a few significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post discusses the filing of the statement of authority, which the Revised Act allows pursuant to Section 605.0302, Florida Statutes.

This blog post is the first in a series of posts focusing on Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are a few significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post discusses the Revised Act’s elimination of the “managing member” concept for LLC management structures.

It is common practice amongst practitioners in a contract dispute case to confirm the opposing party executed the essential documents to the transaction. Execution equals assent to the contract. But is the standard signature we think of, a cursive representation of our legal name, even necessary to create a contractual obligation? In reality, it is not. And lucky for us too because future generations may not even understand today’s concept of a signature.

Alternative dispute resolution, or “ADR,” comes in many forms. Two of the most commonly used methods of ADR are arbitration and mediation.  Both of these ADR vehicles allow for resolution of disputes outside the public forum of the court system. Many people, including sophisticated businesspeople and even attorneys, do not […]

Thanks to the omnipresence of the internet, there is no shortage of blogs or articles on nearly any and every topic imaginable. This may seem wonderful, but the problem then becomes not merely locating an article or blog, rather finding a good great article or blog. This can be especially true for attorneys. This blog post focuses on the Top 11 Litigation Articles from 2013.