As technology makes the word smaller, it becomes more and more important for companies to protect trademarks. The Lanham Act (15 U.S.C. §1051) protects owners of registered trademarks from use in commerce by another that is “likely to cause confusion or mistake or to deceive purchasers as to the source […]
The purpose of this article is to provide a general overview of Florida law on attorney’s fees and attorney’s fees multipliers. The breadth of this topic is such that a comprehensive review of all aspects of attorney’s fees is not possible in this article. Multi-volume treatises have been written on […]
Disputes between community associations and their members are common. These disputes may evolve into lawsuits. In some instances, the plaintiffs in these lawsuits attempt to hold the directors or officers personally liable for damages. Luckily for the directors and officers, the business judgment rule shields them from personal liability, unless they breach a fiduciary duty.
Each year the Florida Legislature proposes and votes on bills for amending the Florida Statutes. Bills that pass both the Florida House and Senate go before the Governor who decides which bills become law. In the 2018 legislative session, approximately 150 fewer bills were proposed, and 40 fewer bills ultimately […]
Owners of waterfront property have “riparian rights” to access the navigable water and the right to a waterfront view in addition to their rights to use their upland property. Docking rights often are an area of dispute, not only for waterfront property owners seeking dock permits from the government, but […]
The Florida Construction Lien Law can be a contractor’s best tool for getting paid in full. The rub with the Lien Law is knowing how to use it properly. If not used properly, this tool will fail completely. One common misuse is failing to record a claim of lien within the […]
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 the issue of what rights the acquirer have when it […]
A few Florida municipalities recently enacted so-called “Living Wage” ordinances. For instance, such ordinances have been adopted by Broward and Alachua counties, and the cities of Miami, West Palm Beach, and St. Petersburg. In sum, these ordinances require certain contractors and subcontractors that provide services to the municipality to pay […]
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.
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.