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Part I: What Documents Matter Most In Determining Share Value in a Buyout? An Analysis of Key Documents and Why They Matter

September 8, 2021 Communications & Media Industry Legal Blog, Construction Industry Legal Blog, Franchising Industry Legal Blog, Healthcare Industry Legal Blog, Hospitality Industry Legal Blog, Manufacturing & Distribution Industry Legal Blog, Professional Services Industry Legal Blog, Real Estate Development, Sales and Leasing Industry Legal Blog, Technology Industry Legal Blog

Different situations can lead to a corporate buyout.  As a business move, a majority shareholder may seek to buyout the minority shareholders, or one company may seek to acquire a majority of another company’s shares.  Buyouts may also be contractually forced under a company’s governing documents or legally forced by […]

Can Professional Service Providers Enforce Non-Competes Based on Protection of Goodwill?

August 11, 2021 Professional Services Industry Legal Blog

In Florida, non-competes may be enforced by professional service providers so long as they are reasonable in time, area, and line of business. In addition, the non-compete must also protect a “legitimate business interest,” as defined by Section 542.335 of the Florida Statutes. The statute defines legitimate business interests through […]

Basic Fiduciary Duties Owed in Florida Professional Service Provider Companies

March 15, 2021 Professional Services Industry Legal Blog

Professional service providers in the state of Florida find themselves in precarious legal situations often given the nature of their work. Because these companies are providing advice, consulting, or other services based an employee’s individual qualifications or relationships, there is always an opportunity for the individual to act in his […]

Florida Non-Compete Agreements and Protecting Referral Sources and Patient Lists

June 17, 2020 Florida Business Litigation Blog, Professional Services Industry Legal Blog

Many businesses require their employees to sign non-compete agreements, as a condition of their employment.  In Florida, those non-compete agreements and their enforceability are governed by Section 542.335 of the Florida Statutes.   As discussed more fully below, referral sources and patient and customer lists can be legitimate business interests warranting […]

What is a Prior Material Breach and What Does it Mean for My Contract?

December 9, 2019 Florida Business Litigation Blog, Professional Services Industry Legal Blog

Most lawyers can recite the elements for a cause of action for breach of contract.  However, not as many lawyers can explain the effect of a prior material breach on a contract.  This article analyzes prior material breaches and the effect on future performance of the contract.  Many of the […]

The Professional Service Corporation: A Deeper Dive Into Florida Statute Chapter 621

November 26, 2019 Florida Business Litigation Blog, Professional Services Industry Legal Blog

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 […]

The Corporate Representative’s Deposition: Proper Preparation Prevents Poor Performance

September 30, 2019 Florida Business Litigation Blog, Professional Services Industry Legal Blog

As my high school baseball coach used to say, “proper preparation prevents poor performance.”  The saying is equally applicable in preparing for any deposition.  Litigation often involves depositions of witnesses, which can be fact witnesses, expert witnesses, as well as the parties’ corporate representatives.  The focus of this article is […]

Three Contract Provisions a Small Business Cannot Live Without – From a Litigator’s Perspective, Part 4: Contractual Provisions (Prejudgment and Postjudgment Interest)

August 12, 2019 Florida Business Litigation Blog, Professional Services Industry Legal Blog

Every small business contract should include a provision that states that the business is entitled to recover the maximum rate of interest permitted by law both prejudgment and postjudgment.  Many contracts provide for the recovery of interest, but very few provide for the recovery of postjudgment interest at the highest […]

Social Purpose Corporations and Benefit Corporations in Florida

August 6, 2019 Education Industry Legal Blog, Florida Business Litigation Blog, Professional Services Industry Legal Blog

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 […]

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Charles B. Jimerson
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Jimerson Birr welcomes inquiries from the media and do our best to respond to deadlines. If you are interested in speaking to a Jimerson Birr lawyer or want general information about the firm, our practice areas, lawyers, publications, or events, please contact us via email or telephone for assistance at (904) 389-0050.

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