Comercial Law

Start Your Business Right

Selecting the most appropriate form of business entity is one of the most important early decisions an entrepreneur faces. The five most widely used forms of business organizations are sole proprietorships, general partnerships, limited partnerships (LP), limited liability companies (LLC) and corporations. In addition to these entities, specialized business organizations, such as joint ventures, professional corporations, limited liability limited partnerships (LLLP), and business trusts, are sometimes used.

The choice of entity affects fundamental matters of the business and has far reaching implications. The initial decision will usually be determined by considering some or all of the following characteristics in light of the particular concerns of the owners and the anticipated needs of the business:

  • Tax treatment of the entity, its owners and its employees.
  • Anonymity of ownership and asset protection.
  • Formation expenses.
  • Limiting the owner's obligations for the entity's liabilities.
  • Restricting the transfer of ownership interests in the organization.
  • Enticing future venture capital financing or other forms of outside investment.
  • Rules relating to deadlocks in the management of the entity.
  • Rules relating to dissolution or termination of the entity.
  • Statutory reporting and record-keeping requirements.
  • Regulatory considerations.
  • Asset Protection.
  • The obligations of board of directors and management to the company's owners and      creditors.

We typically work with not only the new business owners, but also their certified public accountant and other professionals, to review these and other important preliminary considerations for the venture. This process helps our clients to decide on the most appropriate form of entity, implement asset protection and preservation mechanisms, prepare for future venture capital financing, and reduce the possibility of future disputes with the other owners. Thus, the business will be properly positioned for long-term success.

Handle Disputes Confidently

Virtually all-successful business owners find themselves involved in business litigation disputes from time to time. The ones who are poised and confident in the courtroom ended up that way because they started the case with a strong litigation policy.

When a dispute arises, we can work with you to make an early case assessment. We generally advise our clients to focus only on those cases that further their long-term strategic business goals. These are the cases that involve claims for a significant amount of money, protection of an important business asset, or enforcement of a key contract.

For strategically important cases, the goal is to win at trial. We work with our clients to develop a comprehensive understanding of the case facts, to investigate all possible claims or defenses, and gather important evidence and deposition testimony. Our commercial litigators then organize and assemble this information into a dramatic and convincing courtroom presentation.

We believe that business owners who follow this path can settle disputes on their own terms and walk into the courtroom prepared to win.

Sell Your Business on Favorable Terms

Building a successful business is a commendable accomplishment. Make sure that you maximize the return on your hard work and perseverance when you sell. Our law firm focuses on helping business sellers:

  • Maintain the confidentiality of your business's financial information and trade secrets.
  • Negotiate the sale terms professionally and overcome deal breakers.
  • Decrease the chances of post-sale liability for fraud or breach of warranty claims.
  • Comply with federal and state laws.
  • Avoid unnecessary tax consequences.
  • Properly dissolve the business entity after the sale closes.

For instance, before you market your business for sale, we can help you review and update your company's documents to reflect the correct ownership structure and to ensure that your company has in place enforceable business operating procedures, employee benefit plans, employment agreements—including non-compete and nondisclosure agreements, intellectual property filings and agreements, real estate and equipment leases, and permits and licenses.

Throughout the process, our closing attorneys will make sure that all of the documents are error-free and reflect exactly what terms you expect to help ensure a smooth closing.

Most importantly, our representation doesn't stop when we transfer the closing funds. If there are any post-closing difficulties or disputes with the buyer, we will advise and consult with you about your options and best course of action. If the matter goes to court or arbitration, we can provide you with zealous representation in the litigation, and because we were with you every step of the way, you won't have to spend a lot of time and money on lawyers who aren't familiar with the people or the deal.

Protect Your Asset

Threats to individual and business wealth arise from a variety of sources. Some claims stem from legitimate and expected contract creditors, such as consumer and bank debt. But, occasionally, unexpected claims arise from guaranties, contingent liabilities, joint and several partnership obligations, and business litigation. Business owners are frequently surprised by the extent of their exposure and the powerful collection tools available to creditors.

Another new concern comes from divorce court, not because divorces are new, but because they have become so prevalent. Judges and legislators are understandably anxious to protect a nonworking spouse. The claims can be extremely distracting for a business owner and, in a closely held company, can severely impact the interests of his business partners.

Fortunately, business owners can take advantage of a variety of wide-reaching asset protection tools. There are four levels of protection:

  • The Florida Constitution protects the equity in your qualified primary residence.
  • Offshore and out-of-state business entities. These work particularly well.
  • The Florida Statutes provide numerous exemptions. The most powerful are the exemptions for     life insurance and annuities. A business owner can use these vehicles to shelter cash on a     moment's notice.

A carefully crafted asset protection plan that uses the proper mix of these tools can keep assets available to the business and its owners with minimal risk of collection.