Court-Appointed Receivership: Is it Better Than Bankruptcy?
If you’re facing bankruptcy for your financially distressed business, receivership may be a better option for you. A receivership is designed to protect a lender’s assets for an interim period, such as during a pending foreclosure or other litigation involving the business. Today, we will cover court-appointed receiverships, and why they may be favorable to…
The Process of Expelling a “Bad LLC Member” in Florida
Multi-member LLCs always have to grapple with the issue of dealing with an unruly, unlawful or otherwise dysfunctional partner. Unfortunately, LLC members sometimes fail to address the procedure for removing or expelling an unruly LLC member in their operating agreement. That being said, although establishing a removal procedure through an operating statement is ideal, LLC…
Frazer Firm Featured in Abacoa and Alton Magazine
We are pleased to announce that Kent Frazer & The Frazer Firm are highlighted in the January 2022 issue of Abacoa and Alton Neighbors Magazine. You can read our full feature here: Abacoa and Alton January 2022 Our business is protecting yours. Reach out to our experienced business litigation attorneys at The Frazer…
Handling Landlord/Tenant Litigation
When brick-and-mortar businesses struggle and can no longer make rent, eviction looms. Commercial landlords and tenants must understand Florida rental laws to limit revenue loss. The Frazer Firm can help guide you through the process of preventing or navigating issues related to leasing defaults. Here is a brief overview of what you need to…
How the New Florida Business Corporation Act Affects Shareholder Derivative Litigation
Shareholder derivative litigation involves a corporate shareholder bringing a lawsuit on behalf of the company for harm suffered by the company. This type of litigation was impacted significantly with the passage in 2020 of the revised Florida Business Corporation Act (FBCA), Chapter 607 of the Florida Statutes, in several ways. Perhaps the most significant impact…
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…