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.
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 […]