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Corporate & Business Law

Corporate law (sometimes known as business law) is the body of law which governs business and commercial transactions. Corporate and business law services that we provide include: incorporations, internal corporate governance and organization, planning for all types of business entities, internal corporate disputes, corporate dissolutions, derivative actions, director/officer liability, employer/employee disputes and corporate mergers and acquisitions.

FAQs

A contract will need to be prepared to facilitate the purchase or sale.  A determination would need to be made whether to proceed as an asset purchase or stock/membership/equity purchase.  In some instances, the purchase may be in the form of a merger.  The purchaser will need a sufficient due diligence period to review all corporate information.  Our firm can assist purchasers and sellers with this closing process.

You can easily open a business in Florida utilizing the Florida Department of State Division of Corporations website. All the forms are available on this website.  However, there are many important documents that need to be prepared immediately after the business entity is opened to protect and memorialize the interests of the directors, officers, owners and investors.  A well-formed and documented business entity has a much better chance of preventing corporate disputes in the future.  Our firm can handle the filing of your business entity (and all other businesses and Florida corporate law issues) and the corresponding documentation at a reasonable price so you can focus on growing your business.

Internal corporate disputes are very common in the business world.  Properly prepared corporate governance documents can help guide business leaders in resolving these corporate disputes.  However, when these disputes cannot be resolved and legal counsel is necessary, our firm can assist with negotiations in an effort to resolve the dispute, and if necessary, action can be taken to litigate these disputes.

Dissolution depends on the type of entity as the dissolution process for different entities is governed under different sections of the law.  For the most part, dissolution can be initiated by a vote in accordance with the bylaws or the governing instruments of the business entity.  In the event there is deadlock or if corporate assets are being misapplied or wasted causing material injury or if those in control have been acting in an illegal or fraudulent manner, a judicial dissolution may be sought.

An assignment for the benefit of creditors is similar to a Chapter 7 bankruptcy but is governed under Florida state law.  Like a Chapter 7, an assignment for the benefit of creditors deals with the liquidation of a corporate entity.  It differs from a Chapter 7 liquidation in that a Chapter 7 bankruptcy trustee is not appointed and there is no full automatic stay as in bankruptcy.  The stay in an assignment for the benefit of creditors does not include the exercise of police or regulatory powers by a government entity or consensual lienholders such as mortgage liens.  Insolvency proceedings can be complicated.  Our firm can assist you in determining what strategy is best under your specific circumstances.

Yes, our law offices provides legal consulting services.  Many times, businesses seek these services in a preventative manner to avoid litigation in the future.  Other times, businesses may need assistance with internal financial restructuring or negotiating debt to prevent insolvency or during insolvency.  Our firm can assist you in these situations and other corporate and business law issues, feel free to visit our law office in Miami, or click here to contact us.

Yes, we provide representation for Fair Labor Standards Act matters, state wage claims, employment discrimination claims including sexual harassment and discrimination based on race, sex, religion, national origin, disability and age.  We have represented both claimants and respondents.

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