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.
Contracts are an integral part of business transactions. Indeed, businesses and their lawyers spend many hours preparing and negotiating contracts covering myriad issues. Regardless of the type of business contract, it is imperative that parties clearly and succinctly state how and where any contractual disputes get resolved. Oftentimes, contracts contain […]
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 […]
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 […]
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 […]
Judges have an ethical obligation to be fair and impartial, but sometimes there are circumstances where attorneys are within their rights to move to disqualify judges to ensure judicial neutrality. Disqualification is governed by rules and statutes, and attorneys in Florida are given a statutory right to disqualify judges if […]
For various reasons, a corporation’s limited liability shield for its shareholders is one of the corporation’s most valuable assets. Unfortunately, some individuals may abuse the corporate form’s limited liability status by using it to mislead or defraud creditors. As a result, courts will occasionally disregard a corporation’s limited liability protection […]
Sometimes a creditor is bold enough to place a debtor into involuntary bankruptcy in an attempt to recover an outstanding debt. In general, most petitions are accepted as a proper filing. However, on the off chance that the creditor does not prevail in the contested involuntary action, and fees are […]
Winning a lawsuit and being rewarded a money judgment does not always lead to the plaintiff’s best day. For example, Plaintiff sues Defendant for breach of contract. During the trial, Defendant realizes she may lose the case and, as a result, be forced to liquidate most of her assets to pay the money judgment. Instead, […]