Expulsion in Operating or Shareholders’ Agreements requires clear procedures, triggers, decision-makers, fair repurchase prices, payment terms, and careful consideration of withholding circumstances to ensure fairness and productivity.
The P.A., or P.L.L.C. is a corporate structure specifically designed for various licensed professionals who wish to hang their shingle and start their own practice. Fla. Stat. Ch. 621, also known as the Professional Service Corporation and Limited Liability Company Act proscribes certain benefits to those corporations and its members […]
Corporations that want to make a profit and, at the same time, act in a socially conscious manner can incorporate as Social Purpose Corporations (“SP Corp.”) or Benefit Corporations (“B Corp.”) under Florida law. This type of structure can help steer and maintain the corporation’s goals, help with branding, and […]
Florida Law requires that any new company wishing to incorporate in the state of Florida file articles of incorporation with the Florida Department of State. The articles of incorporation is the document that establishes the formation of the company. If you are forming a new company seeking to incorporate in […]
For many companies, the award of a single public contract can help cement long-lasting relationships that may result in years of continuing business. Therefore, it is important for companies of all sizes to know and understand the requirements and bidding process in Florida when bidding on a public procurement contract. […]
Whether purchasing a business, a piece of real property, or even a car, there is likely a lengthy contract that goes along with that purchase. Many of those contracts contain “as-is” or “no warranty” provisions. These types of provisions may also include language that the seller of the property is […]
Selling your business is one of the most important decisions you will ever make. The reasons for selling your business can vary. It can be a well planned event culminating decades of hard work, it can occur quickly due to an offer that can’t be refused, or it can be […]
In many business transactions, parties attempt to limit their liabilities and shift risk. Typically, it is the party with the most leverage in that business transaction that seeks to include exculpatory provisions to minimize its risk. As a general rule, and depending on the language of the risk shifting provision, […]
Frequently our clients ask us general questions regarding the day-to-day operations of their business. In order to prepare a client to form corporate policies reacting to sexual harassment claims, we first educate them on the process of how an aggrieved employee goes about pursuing a claim. What follows is an […]
The business judgment rule shields corporate directors from personal liability. However, directors must not breach the fiduciary duties owed to the corporation. Under Florida law, corporate directors owe fiduciary duties to the corporation and its shareholders, which requires good faith, due care, and loyalty. The directors’ fiduciary duties are codified […]