Areas of Practice
Mergers & Acquisitions
It is likely that both the laws of Florida and the entities governing documents will provide guidance on the steps necessary to properly and legally consummate a merger, acquisition, or sale of assets. We help our clients navigate these requirements to ensure that the proper steps and approvals have been received before the transaction is consummated.
We have advised and assisted clients through the process of:
Determining the best procedure, e.g. purchase and sale of assets or stock/membership units, to buy or sell their business;
Negotiating and drafting purchase and sale agreements, whether of assets, stock, or some combination;
Seeking shareholder or member approval of terms of a sale, merger, or acquisition;
Drafting and filing any necessary documents with state agencies to complete the transaction fully, properly, and legally.
We assist our clients performing due diligence, whether they are buying or merging with an existing company or selling their current business. We will also draft or review the contracts and other documents to complete the transaction. We will also make sure that your corporate resolutions are in order and all needed shareholder or member approvals are sought.
We have provided clients at all stages of their business cycle with a balance of legal, business, operational, and financial strategies through our model of “out sourced in-house counsel”. This mixture of strategies allows the business to grow organically which keeps the business and its management from burning out or growing without the proper support structure.
Our firm has the experience and knowledge necessary to assist our clients at each stage of their life-cycle, whether that be pre-formation and formation, entering a new product or service space, seeking funding for growth, or exiting the business by selling, dissolution, or planning to pass to key employees or family. Below are just a few examples of the services we provide our clients at these stages.
Drafting corporate documents;
Women or minority owned business advice;
Filing with state agencies.
Entering a new product or service space:
Advice on regulations that impact the new space;
Drafting and reviewing contracts that become necessary by the new products.
Seeking new funding
Advice on best entity choice for seeking funding;
Advice on laws and regulations relating to seeking equity funding;
Prepare the private placement memorandum.
Exiting the business:
Advice on options for exiting the business;
Advice on strategies to facilitate the transfer of the business;
Advice on the laws, regulation, and process of dissolving and winding up the business.
We believe that our holistic approach is essential to our clients at every stage of their life-cycle.
Not for Profit Entities
You have determined an area of need in your community and feel strongly that you can help fill that need. You may want to form a charitable organization, a school, or a civic organization to help facilitate your work. Do you know which entity type or IRS exemption is best for the service you want to provide?
Our office has represented non-profit organizations of all sizes and at all stages of their life-cycle. This experience has taught us that non-profit organizations have all the same risks and responsibilities that a for-profit business has, but they also have significant additional regulations, sometimes both state and federal.
It is imperative that a not-for-profit business have the advice of an attorney with experience navigating these regulations from pre-formation decisions to winding up the business and distributing its assets.
We have assisted our clients to:
Choose the correct entity type;
Assisted with the competition and filing of necessary paperwork with the IRS and state agencies;
Advised on what activities may lead to Unrelated Business Income tax issues;
Advised on sweepstakes versus contest issues and drafted terms and conditions for fundraising raffles;
Advised on corporate governance, e.g. meetings of the board of directors, shareholders, or members.
Assisted with drafting policies and procedures to limit the risk of non-compliance with laws and regulations.
Our office can help you plan your not-for-profit entity in a way that will allow you to achieve the greatest results while limiting the risk exposure faced by you, your board, and the entity itself.
Liability & Risk
One of the main reasons to formalize a business structure, e.g. limited liability company, corporation, or limited liability partnership, is to limit the liability and risk the owners face. However, what many business people fail to realize is simply forming your company by filing with the secretary of state may not be enough to fully limit their exposure to company liability and risk. There are a multitude of factors that effect a business owner’s ability to separate their personal lives from the business liability.
Our attorneys help our clients assess the structure of the business, including legal, operational, and physical or digital structures, and formulate and draft policies and procedures that provide the greatest possible limitations on liability for the client’s stakeholders, be it management, employees, or owners.
Some of the services we provide in liability and risk assessment include:
Advise on corporate governance, e.g. meetings of the board of directors, shareholders, or members.
Advise on drafting policies and procedures to limit the risk of non-compliance with laws and regulations;
Drafting and reviewing contracts to ensure that our clients are as protected as they can be from onerous requirements by clients and vendors.
All businesses need to minimize their legal liability and risk. Our lawyers will assess the structure of your operation, such as its physical or digital space, the types of products you sell, who your client are, what type of entity you have filed under (LLC, Inc, etc.), and so on. From there, we will tailor a risk plan that we hope will allow you to worry less about risk and concentrate on growing your business.
In all of these matters, our goal is to give our clients peace of mind so they can focus on providing their products or services to their clients while trusting that they are as well protected as they can be if something goes wrong.