If you have decided to start your own business, congratulations! There are a number of important issues you will need to decide. One of the most important decisions you will need to make is what type of corporate structure your company will be. One of the most common structures Florida small business owners choose is a limited liability company, also referred to as an LLC. The following is a brief overview of some of the benefits of choosing an LLC for your business. For more detailed information regarding your company, contact The Elliot Legal Group, P.A..

Benefits of an LLC

There are several benefits to forming an LLC. When it comes to taxes, this structure may provide the same pass-through benefits of a sole proprietorship, meaning that all business income can be reported on individual tax returns and is taxed at individual income tax rates, rather than business tax rates. A business attorney can confirm if your company would qualify for this benefit.

One of the most important benefits of an LLC is that it will protect your personal assets from any liabilities associated with your business, especially business debts. For example, if your company is involved in some type of legal dispute and there is a judgment issued against it, the entity awarded the judgment cannot go after your personal assets to satisfy that judgment.

One of the most jarring “shots fired” warnings that a business can receive is a cease and desist letter. These communications are usually a demand that a company stops doing something and if the company fails to stop, the sender of the letter threatens legal action.

If you have received a cease and desist letter, it is critical you do not ignore it. Contact a business attorney right away. An attorney may be able to negotiate a resolution before the other party files a lawsuit.

What Is a Cease and Desist Letter?

A cease and desist letter is a warning sent from one party to the other that alleges some type of wrongdoing on the receiver’s part. The letter should detail the alleged wrongdoing and demand the receiver stop. The letter should also alert the receiver that failure to stop the wrongdoing will result in legal actionn and may even stipulate a deadline.

The Federal Trade Commission recently announced its proposal for a new rule that would ban employers from obtaining non-compete agreements from their employees, something the commission referred to as “a widespread and often exploitative practice that suppresses wages, hampers innovation, and blocks entrepreneurs from starting new businesses.” According to the announcement, prohibiting these agreements would expand employment opportunities by approximately 30 million people and increase salaries by almost $300 billion annually.

What Is a Non-Compete Agreement?

Non-compete agreements – either via a separate contract or a clause in an employee contract – are legal agreements that prevent employees from entering into competition with the employer once their period of employment has ceased. These agreements also bar employees from revealing any of the company’s proprietary information either during or after their employment. Companies typically also have both consultants and independent contractors sign the agreements.

The agreement will also specify the length of time the employee, consultant, or contractor is prevented from working for a competitor of the current employer after their employment ends.

There are a number of areas of business in which companies may have to take several steps in order to properly protect confidential information. Not only is there customer information to protect, but there is also company information that must be protected. Failure to do so can result in disastrous consequences for your organization, including loss of business and even criminal activity.

The following are some of the steps your organization may be able to utilize.

Non-Disclosure, Non-Compete, and Non-Solicitation Agreements

These types of agreements are contracts that an employee will typically sign upon hiring. Companies also utilize these agreements if they work with independent contractors. The purpose of a non-disclosure agreement and the like are to put restrictions on what workers are able to disclose to any third parties, both during their employment with a company and after their employment has terminated. Breaching a contract can result in serious legal consequences for the employee.

When you own a business, there are many issues that you need to stay on top of in order to avoid any financial or legal problems. One of those critical areas is employment law. Not only are there state laws you need to abide by, but there is also a long list of federal laws and regulations your company needs to be adhering to. This means you also need to be aware of any changes the government makes to these laws. The following is a brief overview of some of the federal employment law changes that took place in 2022. For more details, or if you are having any employment law issues, The Elliot Legal Group, P.A. can help.

The Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act

In March 2022, the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act was signed into law. The Act amended the Federal Arbitration Act, giving anyone alleging sexual harassment or sexual assault claims (under federal, state, or tribal law) the option to litigate their claim in court even if they had previously agreed to arbitration. The Act also allows individuals (or a representative) to bring sexual harassment or sexual assault claims through a collective or class action lawsuit even if they had previously waived that right.

The Speak Out Act

The Speak Out Act was signed into law on December 7, 2022. This law prohibits employers from using pre-dispute nondisclosure and non-disparagement agreements as a way from keeping current or former employees from speaking about any sexual harassment or sexual assault they either experienced or observed.

The internet has made doing business online almost second nature over doing it in person. This became even more prevalent during the COVID-19 pandemic, with many businesses providing services virtually. Many companies have extended this prevalence beyond the pandemic and still operate a good bulk of their business online.

This also includes the signing of business contracts. Many of us have received a contract that requires an electronic signature in order to be valid. But some people question whether these types of documents are actually legally valid and if they would hold up in any kind of contract dispute and/or litigation.

What Does the Law Say?

In 1999, the Uniform Electronic Act was adopted by 47 states. Florida passed its own version of the law in 2000 (SB-1334). This law states that electronic signatures can be considered legally binding and holds the same legal obligations and commitments as a signature that is done manually. While the purpose of the law was to stipulate what the requirements were in order for electronic signatures to be legally valid, it failed to provide clear and concise definitions as to which platforms or technologies should be used when providing an electronic signature.

Every municipality – whether a large, bustling city or a small rural town – has zoning laws or ordinances in place. The municipality is broken up into areas (zones) and each zone has regulations regarding how it can be used. When a business is looking for a location for operations, it is critical for that business to be aware of what the zoning laws are for the properties they are considering. These zoning laws can impact just what is allowed and is not allowed at that location.

Florida Zoning Laws

Florida has stringent zoning ordinances, which are also referred to as land use regulations, in place. The purpose of these laws is two-fold: regulate the growth of the municipality and protect the community the property is located in. Some of the more common types of zones an area can be broken into include:

• Residential – For homes

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As your business grows, one issue that may come up is whether or not merging with or acquiring another business would be financially beneficial. Last year, there were just under 25,000 mergers and acquistions in the United States, alone. If taking this step is something your company is considering, it is critical that you consult with a Fort Lauderdale business attorney who is skilled in this area of law. Having an attorney advocating for you will ensure that your business is protected throughout the process, as well as ensure that all applicable regulations and laws are being adhered to.

What Is a Business Merger and Acquisition (M&A)?

When one business merges with the other, it is a consolidation of the two companies through financial transactions between the two. This can involve:

• Purchasing and absorbing the other company entirely

  ...

One of the most critical components to the success of a business is its employees. But hiring employees can be a complicated process. Not only do you need to feel confident you are hiring the right person for the position, but you also need to make sure you are adhering to all federal and state rules and regulations as you navigate through that process. A simple mistake can be costly, resulting in fines and expensive litigation. The following are some of the most common errors companies make in their hiring process and are ones you want to avoid.

Watch Your Ad Language

Both federal and Florida laws prohibit any type of discriminatory language in job postings. This includes language that mentions:

• Age

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Over the past couple of months, Elon Musk’s purchase of Twitter has dominated the news from the very day he walked into the corporate offices. During the first couple of weeks, there were reports of massive layoffs throughout multiple divisions of the company. It was estimated that within the first couple of weeks, more than half of the social media company’s workforce has been laid off.

All of these layoffs have also raided the issue of whether or not Musk and Twitter have violated the federal Worker Adjustment and Retraining Notification (WARN) Act, as well as similar state laws. Both employers and employees should be aware of the ramifications of WARN Act violations and the harsh penalties a company could face.

What Is the WARN Act?

Under the WARN Act, a company that employs 100 or more workers is required to provide at least 60 days’ notice before initiating mass layoffs. Mass layoffs are deemed those that affect at least 50 workers for a layoff affecting a minimum of one-third of the company or one that affects at least 500 employees during a one-month period.

While it is exciting to start your own company, the business structure you choose for that company can be critical to your financial future. One of the most popular choices is a limited liability company (LLC). One of the goals of forming an LLC is to prevent any personal liability or financial responsibility for any debts or other issues the company incurs. Although in most cases, an LLC will provide those protections, there may be situations where the owner of the company could face personal liability. A business attorney can explain some steps to take to avoid these types of issues.

Keeping Personal and Business Finances Separate

It is critical to keep your finances separate. Commingling business and personal assets can result in the owner facing personal liability for business debts, even though the business is an LLC. Mixing funds could give the legal impression that the business is not really a separate entity. There should be a bank account(s) for the business, set up in the legal name of the business, and a separate bank account(s) for personal funds.

All companies have some amount of operating expenses. Owners should always make sure there are enough funds to pay those expenses. This also means the owner should not withdraw funds from the business account in order to pay personal expenses.

One of the most important assets that a business has is its trademark. This is why it is so critical to take the necessary legal steps to protect your trademark and ensure your business has exclusive rights to this branding. The best way to protect your trademark is to register it with the U.S. Patent and Trademark Office. A business attorney can assist you with this process.

Levels of Trademark Protection

A business should apply for trademark protection for products, goods, or any other tangible objects that can be sold. There are three levels of trademark protection that a business can apply for.

The first level is referred to as common law protection. This type of protection uses the ™ symbol to the right of the top of the symbol or logo the company is using. The symbol lets the public know what the company’s trademark is and that the company is claiming exclusive rights to the symbol or logo it is attached to. Although using this symbol may protect your symbol or logo within your local area, it will not provide protection state or nationwide.

One of the most common clauses that are added to business contracts is an arbitration clause. Many businesses prefer arbitration over litigation, especially given the time and money that litigation can cost a company. If you are considering the use of arbitration clauses in your company’s contracts, make sure you contact a Broward County business attorney to learn the advantages and disadvantages of the arbitration process.

What Is Arbitration?

Arbitration is an alternative dispute resolution process where, per agreement of the parties involved in the dispute, a neutral third party or parties makes a decision that is legally binding. The decision is also private since there are no public filings for the process nor are there any public records.

The parties who are involved in the dispute choose the arbitrator or arbitrators who will then become the party that will resolve the dispute. The arbitration process is less formal than a civil court proceeding, and the arbitrators’ decisions are typically rendered faster than decisions by the court. However, the arbitrator’s decision is legally binding and may be filed as an order of the court.

Almost on a weekly basis, the news is filled with another company that has suffered a data breach. And the financial repercussions of a breach for a business can be devastating. Just last week, T-Mobile announced a $350 million settlement for a 2021 cyberattack that exposed millions of their customers’ personal information. The company has identified approximately 76 million customers who were affected by the breach.

Although the company is taking a significant financial hit with the settlement, given the size of the corporation, it is likely its financial standing will not be affected in the long run. Unfortunately, for many smaller businesses, a data security breach and the financial penalties that can result can be disastrous.

Hackers Wreaking Havoc

Under the law, all businesses owe a duty of care to their customers to protect their personal information. When hackers steal that information in a data security breach, it can and does cause many issues for those whose information is stolen. Hackers can apply for credit cards in customers’ names, access their financial accounts, and even apply for government benefits.

Businesses rely on contracts to protect their interests and establish clear expectations with others they work with. A breach of contract may occur when one party does not hold up their end of the bargain. This can be damaging to a business, and in some cases, business litigation may be required to resolve the issue. However, the steps that may be taken and the remedies that may be available can differ depending on whether a minor breach or material breach occurred. By understanding what constitutes a material breach of contract and working with an attorney to determine their options, business owners can take the correct steps to resolve these matters effectively.

What Constitutes a Material Breach of Contract?

There are two main types of contract breaches: material breaches and minor breaches. A minor breach is one that does not affect the overall performance of the contract. For example, if a business ordered 100 widgets from a supplier but only received 99, that would be considered a minor breach. The business would still be able to use the widgets as intended, and the shortfall could easily be made up by requesting that the supplier provide the missing widget or ordering more widgets.

The laws that affect landlords and tenants can often be complex and confusing. There are many different rules and regulations that apply to both landlords and tenants, and it can be difficult to keep track of everything. Unfortunately, when disputes arise between landlords and tenants, they can sometimes end up in court. For landlords, it is important to be aware of the various ways in which a tenant dispute can lead to litigation. While some disputes can be resolved informally or through mediation, others may require more formal legal action, and real estate litigation may be required.

Common Disputes Between Landlords and Tenants

Depending on the nature of a dispute, a landlord may believe that a tenant has taken some actions that would cause them to experience financial harm, or a tenant may claim that a landlord has violated their rights in some way. Litigation may be necessary to address issues such as:

Business contracts will include multiple different types of clauses and agreements that are meant to protect the interests of the parties. Non-compete agreements can be crucial for many businesses, and they can protect a company's trade secrets, confidential information, and relationships with customers and clients. While these agreements are typically used in employment contracts, they may be included in other types of agreements, and multiple parties may be subject to restrictions on their business activities or the types of work they can perform in a certain geographical area and for a certain period of time. By understanding when non-compete agreements may be used, businesses, employees, and other parties can make sure their rights will be protected, and they can address issues related to the enforcement of restrictive covenants.

Situations Where Non-Compete Agreements May Be Used

Multiple different parties may be subject to restrictions put in place by non-compete agreements, including:

When running a business, there are a lot of moving parts. Business owners might be focused on day-to-day operations, meeting with clients, managing employees, and other responsibilities. However, they will also need to stay on top of the legal side of things. One of the best ways to ensure that a business is legally protected is to have an attorney review contracts before they are signed. This can help business owners be sure that everything is in order and that they understand their rights and obligations. But what exactly will an attorney look for during a contract review? 

Key Issues to Address in a Contract Review

A lawyer will fully review the terms of a contract to ensure that it will meet the needs of a business. Some issues that will be considered include:

There are numerous reasons why partners who have built a business together may choose to end their partnership and go their separate ways. If partners have encountered disagreements about the direction of their company or the way it should be managed, they may no longer be able to work together, and a "business divorce" may be necessary. However, the end of a partnership does not always occur because of conflict. In some situations, a person may decide to strike out on their own and pursue different opportunities, or they may wish to retire and leave the business in the hands of someone who will be more involved in operating it. 

If you are a business owner, it is important to understand your options if another partner chooses to leave your business. Depending on the type of business entity you have, there may be different procedures that need to be followed. In Florida, it is important to ensure that the correct steps are followed when a partner dissociates from a business.

When business owners face issues that threaten their ability to compete in the marketplace, they may be able to pursue business litigation against other companies that have engaged in unfair or deceptive business practices. Antitrust litigation may be appropriate in situations where a company has engaged in illegal actions such as price-fixing, bid-rigging, exclusive purchase agreements, or predatory pricing. Since the federal laws that apply to these issues have not been updated in several decades, it can be difficult to address anti-competitive behavior in the modern marketplace. However, the U.S. Congress is currently considering a number of new laws that may update antitrust regulations in the era of big tech.

Potential Changes to Antitrust Laws

In 2021, lawmakers introduced several pieces of bipartisan legislation that would affect tech companies. These laws include: