Tag Archives: Corporate Law

It’s not over until it’s over: In Florida, the foreign corporation can be served through the registered agent until the corporation has physically received the certificate of withdrawal

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. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas: ,

Piercing the Corporate Veil in Florida: Essential Elements and Common Factors

For various reasons, a corporation’s limited liability shield for its shareholders is one of the corporation’s most valuable assets. Unfortunately, some individuals may abuse the corporate form’s limited liability status by using it to mislead or defraud creditors. For various reasons, a corporation’s limited liability shield for its shareholders is one of the corporation’s most valuable assets. Unfortunately, some individuals may abuse the corporate form’s limited liability status by using it to mislead or defraud creditors. Read Full Post

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

The Apex Doctrine: An Update

This author recently addressed the issue of deposing high level corporate officers, also known as apex employees. That blog post pointed out that, while the federal courts and some state courts have specifically adopted what is known as the “apex doctrine”, Florida’s courts have not specifically done so; our courts mostly follow the tenets of the doctrine, but it has not specifically been adopted, and some courts decline to follow that principle. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas:

The Apex Doctrine: What Is It and How Does It Affect Companies?

While a case is being litigated, the Florida Rules of Civil Procedure provide that a party may take the deposition of any person. When deposing a corporate party on general issues, the business designates a corporate representative to speak for it. However, parties deposing corporations, in all variety of cases, will sometimes demand that the president, CEO, or another high-ranking official sit for deposition. These employees are commonly referred to as “apex employees.” Obviously, these high-ranking officers of the company will sometimes have information relevant to the case. However, sometimes a party will seek to depose an opposing party’s apex employee simply to inconvenience and/or harass him, or in order to gain a tactical advantage: the officer may have to disrupt a busy schedule, or may have to travel a great distance at a substantial cost. The deposing party may also try to somehow embarrass the officer, which could potentially damage the company. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas: ,