Tag Archives: Business Law

Minority Shareholder Oppression: Minority Owners Have Rights Too

In a closely held business in which one person or a small group of people have control over the company’s voting majority, life can be made difficult for a minority owner.  Often times when there is a disagreement about the … Read Full Post

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Coming to Terms: Important Issues and Considerations in Drafting M&A Agreements — Part III: Indemnification

The indemnification provisions are among the most heavily negotiated portions of a purchase agreement, yet business owners may be tempted into thinking they are simply something lawyers like to argue over without realizing their importance.  The indemnification provisions deal with … Read Full Post

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Coming to Terms: Important Issues and Considerations in Drafting M&A Agreements — Part II: Representations, Warranties, and Disclosure Schedules

Last month, I posted a brief overview blog regarding the drafting and negotiating of the purchase and sale agreement in an M&A deal.  Then I began a series detailing three of the most important sections of the purchase and sale agreement: (1) the economics, (2) representations, warranties, and disclosure schedules, and (3) indemnification.  This blog on the representations, warranties, and disclosure schedules in the agreement will dive deeper into a complex part of the agreement. Read Full Post

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Coming to Terms: Important Issues and Considerations in Drafting M&A Agreements — Part I: Economics

Probably the most important provision of the purchase and sale agreement considering the money is what drives the deal, the economic provision must be detailed and, written with specificity and accuracy. Read Full Post

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Is the LLC Right for your New Business?: Pros and Cons of Structuring Your Business as a Limited Liability Company

You have created your business plan and now you are ready to put your plan into motion and start your own company. The next step is to consider which business structure suits your business. A business can be structured as a sole-proprietorship, partnership, limited partnership, corporation, S-corporation, or a limited liability company. The limited liability company structure boasts many advantages, but also brings with it some disadvantages to consider. Read Full Post

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How to Manage a Large Scale Human Document Review

What do you do when you are hit with litigation or a government investigation where you have hundreds of gigabytes, potentially meaning hundreds of thousands of pages of documents, and a short timeline for production? There are numerous technology-assisted ways to deal with large amounts of data, some of which include early cases assessment (ECA) tools, simple culling, and advanced analytics. Even with all of the technology available, large cases will likely require some form of manual review, but there are limited resources available that explain how to approach such a task. As such, what follows here is a step by step guide for how to manage human review, including both managing the human aspect of review and some basic technical considerations to take into account along the way. This should serve as a starting point for someone new to managing the process or who needs ideas for improving their large scale document review. Read Full Post

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Important Things to Know When Serving on a Board of Directors

Serving on the Board of Directors of any corporation can be a great opportunity for both personal and financial growth. As with everything in life, however, in order to receive, one must also give. This article will summarize the responsibilities imposed by the law on directors who serve in the state of Florida. The law to which we will be referring is judicial common law and Florida Statutes. Specifically, we will examine Florida Statutes Sections 607.0801 through 607.0832, which are the sections of the Florida Business Corporation Act that address boards of directors. These sources of obligation are in addition to the articles of incorporation and bylaws specific and unique to each corporation, which often supersede the base standards set by statute. If the directors fulfill their duties, they will be protected from personal liability for negative consequences of their decisions by the business judgment rule. A convenient way to organize the obligations imposed by these sources of law is according to the three broadly defined duties of directors: the Duty of Good Faith, the Duty of Care, and the Duty of Loyalty. Read Full Post

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