Month: August 2016

The Importance of Registering to Conduct Business in Florida

Foreign, or out-of-state, corporations face a different set of laws in Florida than in-state corporations. Because they often times do not conduct as much business in Florida as those businesses incorporated in Florida, special rules are set aside so that they are incentivized to transact in Florida. However, foreign corporations are not given a free …

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Safe Harbors in Self-Dealing: When Self-Dealing Is Still Allowed

As discussed in other posts, self-dealing is an intricate area of corporate law that poses a lot of problems for directors and officers. As a refresher, self-dealing occurs when a director or officer engages in a transaction as an interested party with the corporation. This usually is accommodated by a lack of disclosure. In most …

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Understanding Commercial Facility Obligations Under Title III of the Americans With Disabilities Act

The Americans With Disabilities Act (ADA) was passed in 1990 to provide disabled people with access to routine activities, protections, and benefits which most Americans take for granted, such as: Equal access to employment, public transit, shopping opportunities, restaurants, and other businesses; and Protection against discrimination on the basis of disability; and Accessible workplaces. Commercial …

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Entire Fairness: How to Prove Self-Dealing

One area of constant concern in a corporation is self-dealing. Self-dealing takes many forms, and some may not even realize that they have engaged in such actions. The most common scenarios of self-dealing include transactions between the corporation and directors/officers; transactions between the corporation and a business entity in which directors or officers have significant …

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Duties of Controlling Shareholders: The Special Case of the Majority Shareholder

In many corporations, directors and officers bear the duties owed to the corporation, while being held accountable to the shareholders. In other corporations, including many closely-held corporations, some individuals may have authority due to the simple fact that they own a majority of the shares. These majority shareholders can essentially run the company because they …

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Successor Liability: When You’re Still on the Hook, Even If Replaced

In all forms of business, investors and owners come and go. In most situations, an owner’s liability does not cease, even when a successor has taken his place in the company. Often times, previous owners are still liable for liabilities that accumulated while with the company. Other times, a chain of events is set in …

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Indemnification: When You’re On the Hook for Your Partner’s Actions

Over the course of a partnership, many debts and costs accumulate. In many instances, a partner takes on these expenses on behalf of the partnership to ensure the business is running smoothly. However, it would be unjust to leave the partner solely on the hook for an expense accumulated on behalf of the partnership. That …

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