Author Archives: Site Administrator
Top 10 Practical Tips for Working with a Commercial Damages Expert
# 10. Hire your expert early. Few lawyers do this, and it is one of experts’ biggest gripes. Ironically, lawyers often bring the expert on a short while before the expert disclosures are due, and the expert is saddled with what the lawyer decided was important. Isn’t the main point of bringing on an… Read More »
Florida is Revising its LLC Statute
A specially-appointed committee by the Florida Bar, the LLC Drafting Task Force, is preparing to have its updated version of Florida’s Limited Liability Company Act ready for the 2011 or 2012 legislative session. The Task Force is currently comprised of members from the Florida Business Law, Tax Law, and Real Property, Probate and Trust… Read More »
Third DCA Clarifies When Shareholders and Members May File Direct Actions for Damages
In closely held corporations and limited liability companies, the distinction between a direct and a derivative action is not always clear. When a company has three shareholders or members, and only one of the three owners is harmed by the majority’s malfeasance, is the injury a direct injury to the minority owner or an… Read More »
What Rights and Duties Does an LLC Operating Agreement Govern?
Under the Florida Revised LLC Act, an operating agreement governs the following areas of an LLC: Relations among and between the members of the LLC and the LLC itself; A manager’s rights and duties; The LLC’s general activities and affairs; and Any conditions or means necessary to amend the operating agreement. §605.0105(1), Florida Statutes…. Read More »
What Should You Not Do as a Whistleblower? Tell the Defendant
One thing we cannot stress enough as attorneys for relators in False Claims Act cases is to respect the seal. As you may know from reading this blog, the False Claims Act requires that any case filed by a qui tam whistleblower has to remain under seal for at least 60 days to give… Read More »
When Must an Out-of-State LLC Register to Do Business in Florida?
Under the Florida Revised LLC Act, a foreign limited liability company may not “transact business” in Florida until it gets a “certificate of authority” from the Secretary of State. But what does that mean? If an LLC buys office equipment from a vendor in Florida without a certificate of authority, does it run afoul… Read More »
Are Forum Selection Clauses in a Contract Enforceable?
Yes, but only when they are mandatory forum selection clauses. Parties to a contract have the right to select and agree on a particular venue to have their disputes determined. The key distinction, however, is whether the forum selection clause is mandatory or permissive. Only a mandatory clause is enforceable such that a court… Read More »
How do I blow the whistle on tax fraud?
Every year, people and companies in the United States cheat on their taxes. The IRS has a special term for the amount of taxes that go unpaid each year. It’s called the “Tax Gap,” which means the amount of true tax liability faced by taxpayers that is not paid on time. The IRS estimates… Read More »
What is the Process for a Court to Appoint a Receiver for an LLC?
In any action where a party has asserted a claim to dissolve an LLC, the court has the authority to appoint a receiver to wind up or liquidate the LLC. In order to appoint a receiver, the court must first hold a hearing after providing notice to all parties and interested persons designated by… Read More »
When Will a Member or Shareholder Be Liable for Company Debts?
We have previously posted about a member’s exposure for the debts of an LLC. We thought it also would be useful to discuss additional situations when a member or a shareholder will be liable for the LLC’s or corporation’s obligations. Florida courts, like many other U.S. jurisdictions, recognize a doctrine often called “piercing the corporate… Read More »