Business and Corporate Law

Quick Read Summary (TLDR) Forcing out minority shareholders and minority partners in Florida is not easy, despite majority owners having certain legal mechanisms available. The difficulty stems from statutory protections, fiduciary duty principles, and the requirement that displaced owners receive fair value for their interests. While majority interests do have options (including judicial dissolution buyouts…

👁️ Quick Read Summary (TLDR) Florida does not require franchise registration but mandates compliance with the Sale of Business Opportunities Act and there are annual federal filings for exemptions.  The Franchise Disclosure Document (FDD) is critical reading for people opening a franchise in Florida as it provides comprehensive details about the franchisor and requires thorough…

Quick-Read Summary (TLDR) When foreign entities sue Florida companies, they must navigate complex legal requirements. Key considerations include meeting Florida’s long-arm statute and constitutional due process for jurisdiction.  Understanding specific versus general jurisdiction is crucial, as is leveraging contractual jurisdiction under Section 685.102. Foreign entities also face significant discovery obligations, venue selection strategies, and proper…

Creating a joint ventures in Florida requires careful attention to legal structure, documentation, and regulatory compliance. Understanding available options helps businesses choose arrangements that best serve their goals while protecting their interests.  Because of the potential complexities of managing a joint venture between companies that do not share a balance sheet, it is recommended that…

When a debtor files for bankruptcy, many creditors assume their chances of collection have vanished. However, several options remain available to businesses seeking to recover their debts.  Successfully collecting from bankrupt debtors in Florida requires an understanding of bankruptcy procedures and creditor rights. Understanding the Automatic Stay The moment a debtor files bankruptcy, an “automatic…

Florida businesses face several significant regulatory changes in 2025, including new federal reporting requirements, wage increases, and local tax obligations. Understanding and complying with legal requirements for Florida businesses is essential for doing business in the state. Beneficial Ownership Information Reporting Depending on pending legislation, many U.S. businesses may be required to file Beneficial Ownership…

In the complex realm of business relationships, contracts serve as the foundations upon which transactions are built. A well-drafted contract can not only facilitate a smooth flow of operations but also act as a safeguard against potential disputes. For litigation attorneys, contract disputes present both challenges and opportunities to advocate for their clients and seek…

A sales agreement is a legally binding contract that outlines the terms and conditions of a transaction between a seller and a buyer. Whether selling products or services, having a well-drafted sales agreement is crucial for ensuring a smooth and transparent business transaction. Organizations would do well to retain an experienced business attorney with a…

Florida businesses often include “choice of law” and “choice of venue” provisions in their contracts that stipulate the agreement be governed, construed, interpreted and enforced in accordance with the laws of the State of Florida or another state or nation of the parties’ choosing. These choice of law and venue provisions provide the contracting parties…