Tag Archives: Corporate Formation Transactions and Operations

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

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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

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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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Guide To Understanding A Construction Contract For Certified Contractors And Sub-contractors In Florida

The construction industry has rebounded following the recession of 2008. Therefore, there is a greater demand for builders and their work than we’ve seen in years. Having a clear, thorough, binding construction contract helps to ensure that both the contractor … Read Full Post

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What do Florida Employers Need to Know About Medical Marijuana Laws?

After multiple failed attempts, a medical marijuana amendment to the Florida Constitution overwhelmingly passed in November of 2016.  In response to the amendment, the Florida legislature passed Fla. Stat. § 381.986. While Florida previously had allowed medical marijuana for terminally … Read Full Post

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The Lanham Act, its Extraterritorial Reach, and How It Can Be Used to Protect Trademarks from Being Exploited Outside of the United States

As technology makes the word smaller, it becomes more and more important for companies to protect trademarks.  The Lanham Act (15 U.S.C. §1051) protects owners of registered trademarks from use in commerce by another that is “likely to cause confusion … Read Full Post

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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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