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 […]
Recent changes to the Florida Statutes may require many condo associations to modify their parking management programs. The Florida Legislature enacted House Bill 73 (“HB 73”), effective July 1, 2013, which limits the association’s power to suspend unit owners, tenants and guests from using specific common elements under Section 718.303(3)(a), Florida Statues. Among the new changes: an association may no longer suspend the right of owners, tenants or guests from using parking spaces. Until recently, this statute has been a broad source of power for associations to incentivize unit owners and residents to comply with the rules of the association. But the legislature giveth; and the legislature taketh away. So how do these new changes affect the status quo of an association’s parking program? Will condo associations be liable for expenses and damages for towing unauthorized vehicles? And how does the condo association comply with the new law, and yet still accomplish the goals of the association? This Blog post seeks to answer those questions and more.
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.
Featured in the November 2013 Issue Partner’s Perspective: J&C Participates in Light the Night Walk New Law Blogs Curiosities, Ruminations and Various Eccentricities of Firm Biz Click to read.
What do you do when a client comes to you stating that a default final judgment was entered against them and they want out of it? The answer is you move to set it aside for cause, which is a viable plan of action under state law as well as federal bankruptcy law. Entry of a final judgment after default is not necessarily the end of the road for your client. In certain circumstances, it may just be the beginning.
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.
Florida’s condominium associations have been delegated authority by the Florida legislature to create and enforce their own bylaws so long as they do not conflict with the Florida Statutes. There are some provisions, however, that associations have no say in and those provisions must be included in their bylaws. These are found in Section 718.112, Florida Statutes. This blog post focuses on a few of those required provisions concerning board of administration meetings.
Previously we have explored: a) successful defenses to enforcement of personal guaranties, b) unsuccessful defenses to enforcement of personal guaranties, c) language requirements for personal guaranties, and lastly we will explore the obligation of an alleged guarantor when a personal guaranty is forged.
Most of the cases alleging an insufficiently drafted personal guaranty concern corporate officers guarantying corporate debt, and the officer’s subsequent defense that he was signing in a strictly representative capacity. In deciding these cases, courts have also outlined the language requirements for a valid guaranty. This post is the third […]