Author Archives: Site Administrator
LLC Membership Disputes: Can a Member of an LLC be Expelled?
By Lauren Johnson* Introduction The short answer is “Yes.” But there are certain circumstances, under Florida’s Revised Limited Liability Company Act (the “Revised Act”), that must apply before expulsion may occur. As of January 1, 2015, LLCs in the State of Florida are subject to the Revised Act, set forth in Chapter 605, Florida… Read More »
LLC Membership Disputes: What Are the Key Duties Owed by Managers and Members?
LLC Membership Disputes: What Are the Key Duties Owed by Managers and Members? by Adam Rabin As of January 1, 2015, the Florida Revised Limited Liability Company Act (the “Revised Act”) took effect as to all Florida limited liability companies (“LLCs”). Under the Revised Act, there are certain key duties that apply to LLC… Read More »
What Rights and Duties Does an LLC Operating Agreement Govern?
Under the Florida Revised LLC Act, an operating agreement governs the following areas of an LLC: Relations among and between the members of the LLC and the LLC itself; A manager’s rights and duties; The LLC’s general activities and affairs; and Any conditions or means necessary to amend the operating agreement. §605.0105(1), Florida Statutes…. Read More »
What Should You Not Do as a Whistleblower? Tell the Defendant
One thing we cannot stress enough as attorneys for relators in False Claims Act cases is to respect the seal. As you may know from reading this blog, the False Claims Act requires that any case filed by a qui tam whistleblower has to remain under seal for at least 60 days to give… Read More »
When Must an Out-of-State LLC Register to Do Business in Florida?
Under the Florida Revised LLC Act, a foreign limited liability company may not “transact business” in Florida until it gets a “certificate of authority” from the Secretary of State. But what does that mean? If an LLC buys office equipment from a vendor in Florida without a certificate of authority, does it run afoul… Read More »
Are Forum Selection Clauses in a Contract Enforceable?
Yes, but only when they are mandatory forum selection clauses. Parties to a contract have the right to select and agree on a particular venue to have their disputes determined. The key distinction, however, is whether the forum selection clause is mandatory or permissive. Only a mandatory clause is enforceable such that a court… Read More »
How do I blow the whistle on tax fraud?
Every year, people and companies in the United States cheat on their taxes. The IRS has a special term for the amount of taxes that go unpaid each year. It’s called the “Tax Gap,” which means the amount of true tax liability faced by taxpayers that is not paid on time. The IRS estimates… Read More »
What is the Process for a Court to Appoint a Receiver for an LLC?
In any action where a party has asserted a claim to dissolve an LLC, the court has the authority to appoint a receiver to wind up or liquidate the LLC. In order to appoint a receiver, the court must first hold a hearing after providing notice to all parties and interested persons designated by… Read More »
When Will a Member or Shareholder Be Liable for Company Debts?
We have previously posted about a member’s exposure for the debts of an LLC. We thought it also would be useful to discuss additional situations when a member or a shareholder will be liable for the LLC’s or corporation’s obligations. Florida courts, like many other U.S. jurisdictions, recognize a doctrine often called “piercing the corporate… Read More »
Billing for Medically Unnecessary Services
In the world of False Claims Act qui tam cases, the concept of medical necessity is a very big issue. This is because Medicare requires, as a condition of coverage, that services delivered to a patient be “reasonable and necessary for the diagnosis or treatment of illness or injury.” See 42 U.S.C. § 1395y(A)(1)(a)…. Read More »
