Business Law
When Management Rolls Over: Proxy Disclosure, Fiduciary Conflict, and Florida Counsel’s Playbook
Rollover equity has become a defining feature of modern mergers and acquisitions, especially in private-equity backed transactions in which management...
Avoiding Sticky Situations: Why Understanding the Distinction Between Direct and Derivative Claims Is Essential When Litigation Intersects With Bankruptcy
Distinguishing between direct and derivative claims is not always straightforward. A bankruptcy filing only further complicates the analysis. The stakes...
Florida’s Securities Guaranty Fund: An Instagram Worthy Model
In October 2024, as part of a multi-year collaboration between the Business Law Section of The Florida Bar and the...
Bricks, Mortar, and Misconceptions: The Gold Mine Hidden in Commercial Real Estate (The Many Impacts of Misunderstood Legal Standards)
This article examines critical differences between the federal and state definitions of real estate and the financial implications of the...
A Legal Roller Coaster: The Corporate Transparency Act
When originally enacted, millions of U.S. businesses and foreign entities registered to do business within the U.S. were impacted by...
Minority Shareholder Oppression in Florida: Legal Insights and Protections
With no market for their shares, and little to no control over the corporate enterprise, minority shareholders in close corporations...
A Proposed Answer to the 11th Circuit’s Recent Certified Question About the Economic Loss Rule’s Breadth
Florida’s economic loss rule has befuddled lawyers and spawned litigation trying to decipher its intricacies for decades. Most recently, Florida’s...
Banks Beware: Independent Liability of Garnishees to Garnishors
Amid Florida’s legal landscape lies F.S. Ch. 77 (the statute), a critical terrain for creditors collecting on outstanding obligations, both...
Capital Raising in Florida — It’s a New Ballgame
For many years, Florida-based businesses seeking to raise capital within Florida were faced with a Florida securities statute that was...
Putting Pandora Back in the Box: The Florida Telephone Solicitation Act
Companies who do not adhere to consumer protection laws that implicate their marketing techniques and strategies, such as the Florida...
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