Understanding the Distinction between Direct and Derivative Shareholder Actions
Whether a shareholder or member of a company can bring a derivative action or direct action against another shareholder or member is a critical matter when corporate wrongdoing or misconduct has occurred. A derivative action involves claims asserted on behalf of the company itself against the bad actor – the company itself is the actual…
Selling the Company: Stock Sale or Asset Sale
If you are considering a sale of your business, there are two common types of sales that you will likely have to choose from: selling the stock of the company or selling the company’s assets. Weighing out the pros and cons is important, as each varies widely with how you will be taxed and how…
What Records do Shareholders Have a Right to See?
Pursuant to Chapter 607 of the Florida Statutes, corporate shareholders have a right to “view and copy” certain records. The right to view and copy corporate records is part of the overall bundle of rights enjoyed by shareholders in the State of Florida. In order to make informed decisions relating to a company own or…
It’s Time to Breakup: A Guide to Expelling an LLC Member
Breaking up is hard. It’s usually not pretty. What started out as a seemingly perfect business partnership has now grown toxic and trust has been lost. If you start a business with others, it is necessary to be prepared for the relationship to sour at some point. In some ways, this is simply because the nature of business…
What Happens When It’s Time to Close My Business?
General Overview Entity selection – the process of determining which entity to use when establishing a business – is one of the critical areas when starting a business. If a business owner chooses the “wrong” entity, it can have significant ramifications in the future. Similarly, there are also important considerations when closing – or dissolving…
What Constitutes a Breach of Contract in Florida?
In the state of Florida, a breach of contract occurs when a party to a contract fails to perform one or more of their contractual obligations. This can include the failure to pay on time, failure to complete a job or deliver goods by a specified time, substituting inferior products, and much more. A breach…
Case Law Update – Taubenfeld v. Lasko
An Examination of Fiduciary Duties in a Closely–Held Corporation When business relationships turn sour, they can often become as bitter and unpleasant as the worst divorces. Some people like to think that business can be completely removed from personal feelings, but the truth is that business conflicts can often be very emotionally-charged. There may be many…
New Florida State Sales Tax Law Governing Out-of-State Sellers
The collection and remittance of sales tax by out-of-state sellers has been a prominent issue for many years. One of the main points of contention involved in this matter has been the treatment of out-of-state sellers with limited physical contact with the state in question. If an out-of-state seller has only minimal physical contact with a…
President Biden’s Vaccine Mandate and Florida’s Response
On September 13, President Biden issued an executive order that calls for private employers with 100 or more employees to obtain proof of vaccination, or proof of a negative COVID 19 test, from their workers. This measure is part of President Biden’s six-part “Action Plan” which is designed to combat the spread of the Delta variant and further maximize public safety. In…
How to Protect Your Business in Remote Work Environments
Most entrepreneurial business owners would agree that the last year has brought about unexpected challenges. Many of the businesses that have survived this pandemic have done so because they’ve been able to adapt. Entrepreneurs need to actively seek to address problems and provide solutions that can protect their businesses, intellectual property, and people. With the rise of…
Choosing between Federal and State Court for Business Litigation
All attorneys and many potential litigants are aware that venue can have a major impact on the process and outcome of a case. Clearly, whether a case is successful or unsuccessful depends to a large degree on its merits; but, the location where a case is litigated and tried can also have an influence as…
Basics of E-Discovery for Small Businesses
Electronic discovery, or “e-discovery,” is an increasingly important aspect of business litigation. Prior to the advent of the digital age, discovery consisted of physical documents being requested, collected, reviewed, and then potentially used in a litigation dispute. Given the rise of information technology, and especially electronic file storage and cloud backup, physical documents often comprise a minor portion of relevant documents in…