There are many ways that a business may grow or expand its operations, such as by hiring new staff, building new facilities, and beginning to serve customers in new markets. However, rather than starting from zero and building a new area of business from the ground up, it can sometimes be preferable to combine with another company that already fills this role. This is often done through mergers or acquisitions. By understanding the differences between these types of transactions, business owners, partners, or shareholders can determine the best approach to take as they look to expand operations or combine with other companies.

Options for Purchasing or Combining With Another Company

While both mergers and acquisitions will involve the combination of two companies into one organization, the procedures followed will often depend on whether one organization will be the “primary” company going forward. In a true merger, both companies will be treated equally, and neither company will purchase the other. Mergers usually take place through mutual consent, and a new company will be formed, which may require a new name and organizational structure.

In an acquisition, on the other hand, one company will purchase another company and incorporate it into its existing structure. Acquisitions may be friendly, meaning that both parties agree that one company will purchase the other, or they may be hostile acquisitions in which  one company assumes control of another by purchasing a majority of its ownership shares. In reality, most mergers are actually acquisitions, and even if the companies will be combining assets and staff, one company will have primary control over the new structure.

There are many types of debts that may cause a person to experience financial problems. When it becomes difficult or impossible to repay debts, bankruptcy may be the best option for avoiding serious consequences, such as a home foreclosure, the repossession of property, or legal judgments that may result in wage garnishment or liens against a person’s home. However, it is important to understand how different debts will be addressed during the bankruptcy process. Domestic support obligations such as child support or alimony are one type of debt that may need to be considered.

Domestic Support Obligations Are Priority Debts

While domestic support obligations are considered to be debts owed by the payor to the recipient, they are treated differently than other types of debts. Financial support paid by a person to provide for the needs of a child or ex-spouse may be necessary to ensure that the recipient can cover their ongoing living expenses. Because of this, a person will generally be required to continue making payments, and they will also be obligated to make up any payments that are past due.

After filing for bankruptcy, an automatic stay is implemented that requires creditors to cease any attempts to collect debts from the debtor. However, this automatic stay does not apply to domestic support obligations. A person must continue making any child support or spousal support payments that are required. 

There are multiple types of business litigation that a company may need to defend against. In some cases, former employees may take legal action against a business because they believe that they were fired or terminated for illegal reasons. In addition to the expenses involved in defending against these claims, a company may face significant penalties if a jury determines that it took illegal actions when terminating an employee. In some cases, a verdict may require a company to repay the employee for wages and benefits they lost due to the termination, as well as other damages, such as compensation for emotional trauma. To avoid these consequences, employers will need to understand their rights, the procedures they will want to follow when terminating employees, and the ways they can demonstrate that they have complied with the law.

Laws Affecting the Termination of Employees in Florida

Like most other states, the laws in Florida follow the principle of “at-will employment.” This means that both employers and employees are free to end a person’s employment at any time and for any reason that does not violate the law. An employer may choose to fire an employee because the person did not meet certain standards in their work, because the company no longer has the budget to cover the employee’s salary, or because of inappropriate behavior by the employee. Similarly, an employee may choose to leave a company because they found a different employer who is a better fit for their needs and goals, because of interpersonal differences with coworkers or managers, or because they have experienced health issues that prevent them from performing work they had done in the past.

While there are many valid reasons for the termination of a person’s employment, there are some cases where firing an employee for certain reasons may be illegal. Employees have protections against discrimination, and an employee may claim that they were wrongfully terminated because of factors such as their religion, sexual orientation, gender identity, race, national origin, or family status (including pregnancy). A company is also prohibited from taking “retaliatory personnel actions,” including discharging, suspending, or demoting an employee, because the employee disclosed a company’s allegedly illegal policies or practices to a government organization or because the employee refused to participate in illegal activity on behalf of the employer.

Businesses will need to take a variety of steps to protect themselves financially. However, the more complex a business is, the greater the chance that it will face issues related to investments, reporting, and other financial issues. Failure to follow the correct accounting or reporting practices may lead to business litigation. In cases where a company encounters disputes with shareholders or investors, owners and partners may need to determine how to defend against litigation and resolve disputes while minimizing their financial losses.

Securities Litigation and Shareholder Disputes

The Securities Act of 1933 is one of the key laws that affects companies in the United States. This law seeks to protect investors by ensuring that companies that offer stock for public sale meet certain requirements. A company must register with the Securities and Exchange Commission (SEC) and publish a prospectus that provides potential investors with financial information that can help them determine the benefits and drawbacks of investing in the company. This prospectus must include information about the types of business the company engages in and its executive management, as well as independently-certified financial statements.

Investors may pursue litigation against a company based on alleged violations of the Securities Act, and in some cases, the SEC itself may pursue legal action. Plaintiffs in securities litigation may claim that a company provided false or misleading information to prospective investors that caused them to experience financial losses. The standards that must be met in these cases are relatively low, and an investor will not need to show that a company acted intentionally when it provided incorrect information. Simply showing that the information provided in a prospectus was false or misleading will usually be sufficient, and an investor may be able to recover damages equal to the difference between the amount initially invested and the value of the shares of stock at the time that they were sold or when a lawsuit was filed.

Whether you are the owner of an existing business or are looking to create a startup company, you will need to make sure your business has enough funds to operate successfully. There are multiple options for financing and capitalization, and they usually fall into one of two categories: debt financing and equity financing. If you do not want to burden your company with debt by taking out loans, equity financing may be the preferred option. There are multiple different types of equity financing that may be available. By understanding the best ways to secure investments, you can make sure you will have the funds you need both now and in the future.

Types of Equity Financing

With equity financing, you will typically receive money from investors in return for an ownership share in your company. The advantage of this type of financing is that you will not have debts that will need to be repaid. However, you will typically be required to share your profits with investors, and in some cases, investors may be involved in the decision-making process for your company.

There are multiple different methods of equity financing, including:

Originally published: July 20, 2020 -- Updated: March 18, 2022

Update: Florida homeowners will want to understand exactly how the homestead exemption may be used in cases involving bankruptcy or foreclosure. The Florida State Constitution states that a property that is considered a homestead will be exempt from “forced sale” based on debts that are unrelated to the property itself. That is, a creditor who is seeking repayment for another loan, such as the balance on a credit card, may not place a lien on a debtor’s home. However, a mortgage lender will have the right to pursue foreclosure if a homeowner defaults on their loan. Unpaid property taxes may result in tax liens, and a mechanic’s lien may be placed on a home if a contractor is not paid for work performed on the property.

Many businesses rely on non-compete agreements to protect their interests. These types of agreements are often included in employment contracts or severance agreements, although they may also be used in partnership agreements or other types of business contracts. The purpose of a non-compete agreement is to make sure a person who has inside information about a company will not use this information to engage in unfair competition, such as by starting their own company or working for a competitor. If a company finds that a person who was subject to a non-compete agreement violated its terms, it may need to determine whether to pursue business litigation. By understanding the remedies that may be ordered by a court to address the violation of a non-compete agreement, a business can seek the proper forms of relief during litigation.

Options for Addressing Non-Compete Agreement Violations

Typically, non-compete agreements will restrict a person from engaging in certain activities, and these restrictions will usually apply within a certain geographic area and for a limited time period. During litigation, if a company can show that a former employee or another party violated the terms of a non-compete agreement, it may ask the court to take certain actions, including:

Injunctive relief - A person may be required to follow the terms of a non-compete agreement and cease any and all actions that violate the agreement’s terms. This may mean that they will be required to stop working for a competitor or move to a different position that is not in direct competition with their former employer. A person who has started their own business may be required to cease certain activities, such as contacting their former employer’s clients or providing services that directly compete with the company where they used to work.

While going to court to resolve legal concerns is often the last resort, there are many cases where businesses may need to pursue litigation to recover financial losses. These include situations where a business’s partners or employees have committed embezzlement. This form of fraud can have a significant impact on a company’s bottom line, and business owners will need to understand their options for holding a person responsible for their wrongful actions.

What Is Embezzlement?

Embezzlement may include any situations where a person who is given the responsibility to hold or manage property owned by someone else wrongfully takes possession of the other person’s money or assets. Embezzlement can take a variety of forms in a business setting, and examples of this type of fraud include:

• Falsifying time sheets - Hourly employees may misreport the number of hours they have worked with the intent of receiving additional pay. This is often done to receive overtime pay when a person has not actually worked additional hours.
• Misreporting expenses - Employees may be compensated for work-related expenses. However, some people may attempt to receive additional compensation by claiming that items purchased for personal use were work-related. Some employees may also engage in “double-dipping” in which they charge purchases to a company credit card or account while also submitting expense reports to receive compensation for these purchases.
• Theft of supplies, equipment, products, or money - Some employees may commit direct theft from a company by taking office supplies or computer equipment, or they may steal products from a store or take money from a cash register or safe. Employees may also steal from an employer by under-ringing items at a cash register or voiding transactions and pocketing the cash paid by a customer, or they may provide improper discounts to allow products to be purchased for less than their actual value.
• Falsified vendor payments - An employee may steal company funds by making payments to a vendor that does not actually exist, or they may accept kickbacks from a vendor after agreeing to make payments for products or services that were not actually received.

These are just a few of the ways that employees may commit embezzlement. Whenever a person misuses a company’s resources for their own personal gain, they could face significant consequences. Embezzlement is a form of fraud, and depending on the amount stolen, a person may face misdemeanor or felony charges. A company may also pursue litigation against a person who committed embezzlement. Under Florida law, a plaintiff may recover up to three times the amount that was stolen through fraud or embezzlement, as well as their attorney’s fees during the case.

There are many situations where businesses may become involved in legal disputes. These disputes may involve claims that a business is owed money by another person or company, that another organization has used trade secrets or proprietary information to engage in unfair competition, that the business or another party has failed to follow the terms of a contract, or that a business has engaged in discrimination or other unfair treatment of employees. While disputes may be resolved through business litigation, the process of filing and answering a lawsuit and conducting a trial in court can be very lengthy and expensive. In some cases, it may be more beneficial for both parties to use other methods to resolve their disputes, including mediation or arbitration.

Mediation Vs. Arbitration

Resolving disputes outside of formal legal proceedings in court can often be a more effective solution. In addition to saving time and money, the solutions reached using alternative dispute resolution may encourage cooperation between the parties, allowing them both to move forward successfully and continue working together in some cases. The specific procedures followed during alternative dispute resolution will depend on how well the parties will be able to work together and the amount of assistance they will need to resolve the outstanding issues.

Mediation may be the preferred option if the parties are willing to cooperate and compromise. In these cases, the parties will work with a neutral mediator who will help them discuss their issues and determine solutions that they will both be satisfied with. The mediator will not make any decisions, but they may offer suggestions and encourage each party to make concessions. The goal will be to create a workable settlement that will meet each party’s needs going forward. The settlement will not be binding unless both parties are in full agreement on how all outstanding issues will be resolved.

There are a variety of situations where a business may use non-disclosure agreements to protect sensitive information. These agreements may be included in multiple types of contracts, and they may prevent the release of trade secrets or other information that could cause a company to experience financial losses. For companies that are looking to create non-disclosure agreements or address violations of restrictive covenants, it is important to understand the legal requirements these agreements will need to meet and the types of restrictions they can put in place.

Terms of Non-Disclosure Agreements

A non-disclosure agreement (also known as an NDA) will include a variety of provisions, and these may include:

• Identification of the parties - As with any contract, an NDA will need to specify the people or companies that will be bound by the agreement. A non-disclosure agreement will usually involve a disclosing party that provides confidential information and a receiving party who will have access to the information being protected. Many non-disclosure agreements are unilateral, meaning that one party will be seeking protections by placing restrictions on the other party. However, other types of agreements may be mutual, and the restrictions may apply to both parties.
• Identification of confidential information - An agreement should fully detail the types of information that will be protected, such as company records, intellectual property, trade secrets and proprietary processes, electronic communications, or details about a business and its operations that have been discussed in meetings.
• Scope of confidentiality - An NDA may detail the restrictions that will apply to confidential information. It may prevent a party from releasing information to others, and it may also place restrictions on how a person can use information for their own benefit.
• Exceptions to confidentiality - Certain types of exclusions will usually apply to ensure that the restrictions placed on a person are not unfair or unreasonable. Generally, confidentiality restrictions will not apply to information that a person knew prior to signing the agreement, information that is publicly available, or information that a person received independently, such as through disclosure by another party that was not subject to a confidentiality agreement.
• Length of the agreement - Confidentiality restrictions can generally only be in place for a limited amount of time that is necessary to protect a party’s legitimate business interests. In Florida, non-disclosure agreements that apply to former employees or contractors can generally last from six months to two years, while NDAs involving former distributors, franchisees, or licensees can generally last from one to three years.

Contact Our Broward County Non-Disclosure Agreement Attorney

If you need to create non-disclosure agreements that will protect your business, or if you are looking to enforce the terms of an NDA or address claims that you have violated an agreement, The Elliot Legal Group, P.A. can provide you with experienced legal help. Contact our Pompano Beach NDA violation lawyer at 754-332-2101 to arrange a consultation.

Businesses may become involved in multiple types of disputes with other parties, and in some cases, these disputes may need to be resolved through the legal system. By filing a civil lawsuit against an organization or individual, a business may seek to recover financial losses, or it may ask that the other party be required to cease certain activities or fulfill their legal obligations. For businesses that are planning to take legal action against someone else or need to respond to a lawsuit filed against them, it is important to understand the stages of the business litigation process.

Steps Followed in a Civil Lawsuit Involving a Business

A legal dispute that is handled in civil court will usually proceed as follows:

• Demand letter - Prior to initiating a lawsuit, a person or business will usually send a letter to the other party asking them to take certain actions. For example, a company may request that money owed by another party be paid according to the terms of a contractual agreement. This will give the other party the opportunity to resolve the issue before legal action is taken, and the parties may be able to negotiate an agreement at this stage.
• Complaint, summons, and response - If the other party does not answer the demand letter, or if the parties cannot come to an agreement on how to resolve their dispute, the plaintiff may initiate a lawsuit by filing a complaint in court. This complaint and a summons to appear in court will be served to the defendant. The defendant may also file a response to the complaint, and in some cases, they may choose to file a counter-claim against the plaintiff.
• Discovery - At this stage of the process, the parties will gather information pertaining to the case. They may do so through interrogatories or requests for information from each other. Subpoenas may also be used to obtain financial records or other information, and depositions may be performed in which either party may answer questions after being placed under oath.
• Negotiations or alternative dispute resolution - Before a trial begins, the parties may be able to negotiate a settlement and resolve the case. They may also choose or be required to use other methods of resolving their dispute, such as mediation or arbitration.
• Trial - If other forms of dispute resolution fail, the parties will argue their case in the courtroom before a jury. Each side will make arguments, present evidence, and call witnesses. At the conclusion of the trial, the jury will rule in favor of the plaintiff or defendant, and they will determine the actions that the losing party will be required to take, such as paying a monetary judgment.

Contact Our Fort Lauderdale Business Litigation Attorney

At The Elliot Legal Group, P.A., we provide representation to plaintiffs and defendants who are involved in business litigation. We can help you determine the best steps to take to protect your rights and interests, and we will work to help you negotiate a settlement or argue on your behalf in the courtroom. Contact our Hollywood business litigation lawyers at 754-332-2101 to get legal help with business disputes.

At The Elliot Legal Group, P.A., we work to provide our clients with knowledge of how the laws affect them and the legal issues that they may need to address when dealing with matters such as business litigation, real estate transactions, and bankruptcy. The blogs we publish address these issues and offer helpful information, and we wanted to highlight the most-read blogs from the past year:

1. What Is the Status of Florida Evictions and Foreclosures Due to COVID-19? - The COVID-19 pandemic has continued to play a significant role in people’s lives, and those who have experienced financial difficulties may need to determine their options if they are facing a foreclosure on their mortgage or an eviction due to an inability to pay rent. 

2. How Can Florida’s Homestead Exemption Benefit Me? - Homeowners who file for bankruptcy will need to determine whether the equity they own in their home will be exempt from liquidation. This blog also looks at the tax exemptions that may be available to homeowners in these cases.

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Businesses use contracts for a variety of purposes, and these agreements can ensure that both parties fully understand their rights and requirements while also detailing how matters will be handled if one party fails to follow the terms of the agreement. In a previous blog, we looked at the elements needed to make sure a contract is valid and enforceable. As a follow-up, we wanted to discuss the terms that may be included in a contract to protect the parties and ensure that they will meet their obligations.

Types of Clauses That May Be Used in Business Contracts

A contract will detail the rights and duties that apply to each party, and it will also specify relevant dates, such as when work will be completed or products will be delivered. It will also include information about payment, including the amount that will be paid and the methods and dates of payments. In addition to this information, the parties may include a number of other clauses that address issues such as:

• Severability - These clauses will ensure that a contract will be enforceable even if certain terms are found to be invalid. Without this type of clause, if one provision of the contract is found to be unenforceable, the entire contract may be invalidated.

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Owning and operating a business will involve a variety of agreements with other parties. When these agreements take the form of contracts, they will be legally binding, and both parties will be required to meet certain obligations or face consequences. By understanding what makes a contract a legal agreement and the elements that should be included in a contract, business owners can make sure they understand their obligations and have the protections they need.

Legal Elements of a Contract

For a contract to be valid and legally binding, it must function as an agreement in which one party makes an offer, and another party accepts that offer. This may be a straightforward offer, such as stating that goods or services will be provided at a certain price, or a contract may involve a more complex offer in which both parties will have obligations. After an offer is made, the other party may agree to the offer, or they may make a counteroffer. The parties may negotiate to finalize the details of each party’s obligations.

A contract must also include consideration or something of value that is exchanged between the parties. Consideration will often involve a monetary payment made by one party in exchange for goods or services provided by the other party. However, it may also involve other types of actions, such as the right by one party to use the other party’s intellectual property in exchange for performing services. 

There are a variety of situations where employers and employees may become involved in legal disputes. When employees believe that they have been treated unfairly or that an employer has taken actions that are illegal, they may pursue litigation to address these issues. By understanding the potential reasons that employees may take legal action, employers can take steps to prevent these issues or resolve any disputes that may arise. In some cases, employers may be able to resolve disputes with employees through mediation or by negotiating a settlement, while in others, litigation may be necessary, and an employer will need to address these matters in the courtroom before a judge or jury.

Issues That May Be Addressed in Employment Litigation

Disputes between employers and employees often involve issues such as:

Contractual issues are one of the most common reasons why a company may pursue business litigation. Entering into a legal contract with another party will put protections in place, and both parties will be required to fulfill the terms of their agreement. However, there are many situations where one party may violate a contract’s terms, and they may do so out of negligence, such as by performing substandard work; because of circumstances beyond their control; or in an intentional attempt to cause the other party to suffer financial harm. Different types of contract breaches may be approached differently, and business owners will need to understand how the laws will address these types of breaches during litigation.

Minor Breach Vs. Material Breach

The way a contract dispute will be approached will usually depend on the seriousness of the alleged breach. In a minor breach of contract, a party may partially fulfill some of the contract’s terms while failing to fully meet their obligations. For example, a purchase contract may state that goods will be delivered by a certain date, but the vendor may only be able to deliver 90 percent of what was ordered by that date. In these cases, the parties may be able to reach an agreement on how to resolve these issues, such as by offering a discount on the 10 percent of the goods that were not delivered on time.

Successful businesses often spend years, if not decades, figuring out the most effective business strategies, establishing vendor and client relationships, and creating profitable products and services. Understandably, businesses want to protect this valuable information from falling into the wrong hands. Non-disclosure agreements, or confidentiality agreements, are an important legal tool for protecting trade secrets, intellectual property, and other proprietary information. Unfortunately, non-disclosure agreement violations can happen, and confidential information may be leaked to other parties.

Violation of a Florida Non-Disclosure Agreement

Non-disclosure agreements can be valuable legal instruments for businesses that want to protect confidential information. Unfortunately, including a non-disclosure agreement in an employment contract does not always prevent violations of the agreement.

Employee breaches of contract may involve:

For many employers, non-compete agreements provide essential protections. These agreements ensure that employees who have gained a knowledge and understanding of a company’s business practices and trade secrets cannot use this information to engage in unfair competition by working for a competitor or starting their own competing business. In some cases, a business may need to pursue litigation to enforce non-compete agreements and address violations that have resulted in financial losses or other issues that have affected a company’s ability to operate successfully. However, the ability to do so may change in the future as new laws and regulations are implemented that affect non-compete agreements.

Potential Limitations on Non-Compete Agreements

Some advocates believe that non-compete agreements place unfair restrictions on workers, limiting their ability to change jobs, pursue opportunities, and increase their income. To address this issue, multiple states have passed laws restricting non-compete agreements in certain situations, such as for employees under a certain income level. For employers in Florida, non-compete agreements are generally enforceable as long as their restrictions are reasonable and they are necessary to protect a company’s legitimate business interests.

The free market is based on healthy competition, and businesses can succeed by competing with each other to provide quality goods and services to consumers at the best prices. However, there are many cases where companies may attempt to unfairly influence the market and increase their profits by discouraging or eliminating competition. If a company has suffered harm because of another company’s anti-competitive practices, it may be able to pursue business litigation to address this issue.

Antitrust Lawsuits

Cases that address unfair practices meant to reduce competition are known as antitrust cases, and they may be filed in response to issues such as:

There are a variety of reasons that business partners may encounter disputes. Partners may disagree about the direction of the company, or one partner may be unhappy about how another partner has managed their responsibilities. Disputes may also involve allegations that one or more partners have acted inappropriately or illegally, such as by misappropriating a company’s funds for personal use or making decisions meant to benefit one partner at the expense of other partners or the business as a whole. When partnership disputes arise, partners will want to understand the methods that may be available to address these issues, reach agreements when possible, or determine how the end of the partnership will be handled.

Dispute Resolution Methods for Business Partners

If partners want to be able to resolve their differences and continue working together to manage their company, they may be able to work together to reach agreements on how the issues in dispute will be addressed. However, this is not always possible, and partners can often benefit by receiving assistance from outside parties. The methods of resolving disputes in these cases may include:

• Mediation - Partners may work with a neutral mediator to determine the best ways to resolve any disputes. Since the mediator will not represent either party, they will be focused on finding ways to reach agreements on any issues that are being disputed. During mediation, the partners can make decisions about how they will address each partner’s ongoing concerns, and they may create agreements that will allow them to work together going forward. If they decide to end their partnership, they can make decisions about how this will be handled. Mediation is a cooperative process, and any decisions made must be fully agreed upon by both parties.

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