Blogs & Resources

Since the advent of the computer era and its infectious spread throughout the technological world we know today, the possibility for computer related fraud has always existed. With the rise of the internet, access to all kinds of information had never been easier or faster. Even top secret information from intelligence agencies of the United States were at risk and vulnerable to hackers or people simply looking for some at-home entertainment. To a hacker, the world was at their fingertips, literally. This Blog post seeks to explore some of the laws implicated by illegal hacking and what civil remedies victims are afforded.

This blog post is the fifth in a series of posts that will discuss Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post focuses on the rights of members and managers to take distributions from LLCs, along with discussing liability for improper distributions.

This blog post is the fourth in a series of posts that will discuss Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post focuses on the changes to Florida law concerning the indemnification of members and managers of LLCs.

We are often asked by clients in corporate disputes how they can maximize value when they are a minority interest holder of a Limited Liability Company when the LLC operating agreement authorizes the Board, at its discretion, to repurchase a member’s interest at book value. In short, there are primarily […]

This blog post is the third in a series of posts that will discuss Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post focuses on the power of members to dissociate from an LLC under the Revised Act.

This blog post is the second in a series of posts focusing on Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are a few significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post discusses the filing of the statement of authority, which the Revised Act allows pursuant to Section 605.0302, Florida Statutes.

This blog post is the first in a series of posts focusing on Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are a few significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post discusses the Revised Act’s elimination of the “managing member” concept for LLC management structures.

Previously we have explored: a) successful defenses to enforcement of personal guaranties, b) unsuccessful defenses to enforcement of personal guaranties, c) language requirements for personal guaranties, and lastly we will explore the obligation of an alleged guarantor when a personal guaranty is forged.

Most of the cases alleging an insufficiently drafted  personal guaranty concern corporate officers guarantying corporate debt, and the officer’s  subsequent defense that he was signing in a strictly representative capacity.  In deciding these cases, courts have also outlined the language requirements for a valid guaranty. This post is the third […]

This post is the second part of a two part series examining defenses to enforcement of personal guaranties in Florida. Part one identified successful defense to enforcement of a guaranty and can be found here. Part two seeks to analyze defenses that have been unsuccessfully asserted in defense of personal guaranty enforcement.