Category Archives: Business Law
Unique Problems for Publicly Held Corporations
Publicly held corporations have a unique set of challenges compared to those that closely held corporations have to manage. While the stock is transferable, it’s also subject to strict, complex securities regulation. Their larger size also places public corporations high on the radar for more rigorous scrutiny by administrative agencies in areas like antitrust,… Read More »
Enforceability Of Non-compete Clauses In Florida
There are many reasons an employer may not want a leaving employee to open a competing business or join an established competitor after leaving the employer. Whether or not the employee leaves under friendly terms or is fired following a negative incident, the employer may want to protect its interests by restricting the kind… 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 »
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 »
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 »
Member’s Exposure to Liability for Owning an Interest in an LLC
Under the Florida Revised LLC Act, a debt, obligation or liability of an LLC is solely the responsibility of the LLC and a member cannot be held personally liable solely because of the member’s status as a member. In addition, an LLC’s failure to observe formalities relating to the exercise or management of the… Read More »
How Do Shareholder Derivative Suits in Corporations Work?
We’ve written on this blog about how “derivative actions” work under Florida’s Revised LLC Act. As we’ve previously explained, a derivative action is a method by which a minority member can bring a claim in court in the name of the company. Often, these suits are used to recover damages from controlling shareholders or… Read More »
Five Tips for Defending a Corporate Representative Deposition
An effective tool for a party taking discovery in Florida state court is deposing the corporate representative of an adverse party or non-party.[1] Accordingly, a corporate representative deposition requires the lawyer defending the corporate representative to prepare diligently to defend the deposition. Here are five tips for defending the corporate representative deposition: Place Your… Read More »
Five Tips for Taking a Corporate Representative Deposition
One of the most effective tools for a party taking discovery in Florida state court is taking the deposition of the corporate representative of a party or non-party corporate entity.[1] This form of deposition allows a party to avoid having to depose numerous witnesses to determine a corporation’s position on various issues in the… Read More »