In the context of a sale or purchase of a company, the “definitive agreement” is usually an asset purchase or stock purchase agreement. The agreement is where many of the most important decisions are made, including pricing and payment.
Despite the fact that the Florida Constitution mandates a right to public records, the process of obtaining public records can be, to say the least, frustrating. Citizens are often forced to wade through an array of statutes, rules, and court interpretations to exercise their constitutional right. As a result, the […]
There are a few things a supplier can do to ensure they get paid on a construction project. One of the most important steps a supplier should take is preserve its lien rights under Florida’s Construction Lien Law, Section 713.001-.37, Florida Statutes. A critical component of that process is the “lien release.”
Due to the adversarial nature of litigation, settling a case at mediation can often be a daunting task. Hence, the common expression of a “good settlement is one where both sides are unhappy.” Emotions run high on both sides. Sometimes, these emotions can continue to run long after the case […]
To bring a suit against a foreign corporation, or anyone for that matter, the court must be a “proper venue” for the suit. Essentially, just because a state has jurisdiction does not mean that a plaintiff can pick whichever court he wants. Without a proper venue, the lawsuit cannot proceed. […]
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 […]
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.
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 […]
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 […]
Sometimes it is necessary to remove someone from your property. There are a number of legal theories that involve someone entering upon real property and the claim that a landowner ultimately asserts depends on the relationship it has with the actor. A person with no right to real property who […]