Florida Business Litigation Blog


Coming to Terms: Important Issues and Considerations in Drafting M&A Agreements — Part III: Indemnification

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 … Read Full Post

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Coming to Terms: Important Issues and Considerations in Drafting M&A Agreements — Part II: Representations, Warranties, and Disclosure Schedules

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. Read Full Post

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Coming to Terms: Important Issues and Considerations in Drafting M&A Agreements — Part I: Economics

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. Read Full Post

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Relevant Issues in Punitive Damage Claims in Business or Commercial Litigation

I initially wrote an Overview of Florida Law on Punitive Damages Claims in Business or Commercial Litigation a few years’ ago. This article is meant to build upon the information provided in my initial article. In Federal Court, there is no requirement to proffer evidence of punitive damages prior to seeking financial net worth discovery. It is really important to understand this concept because in Federal Court it is much more difficult to prevent financial discovery then in State Court. Read Full Post

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When Two Become One: Legal Considerations in the Mergers and Acquisitions Process Part VI: Negotiating and Drafting the Definitive Agreement

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. Read Full Post

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How do I get my attorney’s fees paid for on Florida public records requests?

Floridians have a clear right to public records. When agencies prevent someone from accessing public records, the person making the request is allowed to hire an attorney without worrying about the costs involved. The agency will have to reimburse parties for their attorney’s fees and costs incurred in exercising their constitutional right. Read Full Post

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The Psychology of Conducting a Successful Mediation that Doesn’t Create Settlement Regret

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.  Read Full Post

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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

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Residential Security Deposits in Florida: A Landlord’s Guide for Retention of Deposits & Payment of Interest

Security deposits are obviously one of the most important tools for landlords to protect their property when leasing it to a tenant.  However, when accepting a security deposit, residential landlords must comply with Florida law governing how security deposit must … Read Full Post

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Establishing and Defending Attacks on Personal Jurisdiction in Florida

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 … Read Full Post

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