April 2016

One of the most utilized tools in a partnership, company, or corporation is the agent. An agent, often with some expertise in a specific field, can help best utilize a company’s resources by acting on behalf of the corporation. However, an agent can cause just as much liability on behalf of the company, or its …

How to Terminate an Agent’s Authority: End Before Liability Strikes Read More »

When directors make decisions in their official capacity, they are given very deferential treatment so long as the decisions are made by someone who is not interested in the subject, is well-informed, and rationally believes the business judgment is in the best interest of the corporation. Courts have spent a great deal of time enunciating …

BJR: Why the Deferential Treatment for Business Decisions? Read More »

For most businesses, your intellectual property is your lifeblood. It is your right to be the sole benefactor of your innovations and hard work. Your patents, trademarks, and copyrights are the things that make your company unique, and they are meant to act as a shield against those who would seek to leverage your intellectual …

Acquiescence and Intellectual Property Law Read More »

As a director in a corporation, you owe certain duties to other constituents in the corporation. Chief among these are the duties of loyalty and care. Generally, the duty of care refers to using due diligence in making decisions on behalf of the corporation. Most decisions made, if in good faith, are given very deferential …

The Hindsight Bias: When the Business Judgment Rule Isn’t Enough Read More »

There are many requirements on the part of a corporation to live up to its obligations under both federal and state statutes. Among these requirements is the requirement that the corporation provide accurate and truthful financial statements under the Sarbanes Oxley Act of 2002. In some situations, when the financial statements have come under question …

SOX Audit Committee Guidelines Read More »

When deciding how to put together a proper executive compensation package for directors and officers, there are many options to consider. Executive compensation packages can include a number of options: stocks, salary, or even other perks. Courts often have a difficult time deciding whether or not an executive compensation package is appropriate and will only …

Spring-Loaded Options and Backdated Options: What Are They? Read More »

During the course of a partnership, many unforeseen events may transpire. Some of these events may ultimately lead to the dissociation of a partner or dissolution of the partnership. The dissociation of a partner or dissolution of a partnership has huge ramifications. Even more importantly is whether such actions were done rightfully, wrongfully, or neither, …

Termination: Rightful, Wrongful, or Neither, and What are Implications? Read More »

If you are an owner in a limited liability company, or LLC, you must have an operating agreement. Although the Florida statute governing LLCs does specifically require an LLC to have an operating agreement, for the sake of your company, you must have an operating agreement. Many business owners, when forming their company, are too …

Why You Must Have an Operating Agreement Read More »

The duty of good faith is often subject to interpretation in courts. There is no set jurisprudence nor a widely-adopted view of what constitutes good faith. However, the duty of good faith is universally adopted as being owed by directors and officers in their corporate capacities. There are, however, some instances universally recognized by courts …

Duty of Good Faith: Know When It Has Been Violated Read More »