Tag Archives: Corporate Formation Transactions and Operations

Social Purpose Corporations and Benefit Corporations in Florida

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 … Read Full Post

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Checklist Of What To Include In Your Florida Articles Of Incorporation

Florida Law requires that any new company wishing to incorporate in the state of Florida file articles of incorporation with the Florida Department of State.  The articles of incorporation is the document that establishes the formation of the company.  If … Read Full Post

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The Public Procurement And Bidding Process In Florida

For many companies, the award of a single public contract can help cement long-lasting relationships that may result in years of continuing business.  Therefore, it is important for companies of all sizes to know and understand the requirements and bidding … Read Full Post

CATEGORY: Florida Commercial Real Estate And Land Use Law Blog, Florida Construction Industry Law Blog Practice Areas: , , , ,

“As Is” And NO Warranty Provisions In Contracts: Are They Always Enforceable?

Whether purchasing a business, a piece of real property, or even a car, there is likely a lengthy contract that goes along with that purchase.  Many of those contracts contain “as-is” or “no warranty” provisions.  These types of provisions may … Read Full Post

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Exit Strategy: What Are Considerations For Preparing To Sell My Business?

Selling your business is one of the most important decisions you will ever make.  The reasons for selling your business can vary.  It can be a well planned event culminating decades of hard work, it can occur quickly due to … Read Full Post

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Limiting Liability In Agreements: Exculpatory Provisions And Ambiguities

In many business transactions, parties attempt to limit their liabilities and shift risk.  Typically, it is the party with the most leverage in that business transaction that seeks to include exculpatory provisions to minimize its risk. As a general rule, … Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas: , , ,

Understanding The Process For Employee Sexual Harassment Claims

Frequently our clients ask us general questions regarding the day-to-day operations of their business.  In order to prepare a client to form corporate policies reacting to sexual harassment claims, we first educate them on the process of how an aggrieved … Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas: ,

Business Judgment Rule – Shielding The Corporate Director From Personal Liability And Considerations Of Efficient And Financially Reasonable Resolutions

The business judgment rule shields corporate directors from personal liability.  However, directors must not breach the fiduciary duties owed to the corporation.  Under Florida law, corporate directors owe fiduciary duties to the corporation and its shareholders, which requires good faith, … Read Full Post

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Been Caught Stealing: Expelling Or “Kicking Out” Members From Florida Limited Liability Companies When A Member Is Diverting Assets

Though Florida was one of the first states to enact legislation permitting the organization of limited liability companies (“LLC”), usage of LLCs as a corporate form is still a relatively new concept.  With the Florida Limited Liability Company Act of … Read Full Post

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Florida Business Break-up 101: Issues, Mechanisms, Planning, Forcing, Defending and Valuation

A Florida business break-up can be messy. However, it doesn’t have to be that way. Instead, owners of a business who plan ahead with consideration of potential future challenges can help ensure an amicable break-up, free of drama or difficulty. … Read Full Post

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