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Category Archives: Corporations

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How to Dissolve a Corporation

By McCabe Rabin, P.A. |

Unless a limited duration is expressly noted in the articles of incorporation, a corporation exists in perpetuity. Therefore, in order to dissolve a corporation, formation action must be taken by the corporation itself, or by others, in order to terminate its existence. Corporations can be dissolved in one of two ways: voluntary or involuntary…. Read More »

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Unique Problems for Publicly Held Corporations

By McCabe Rabin, P.A. |

Publicly held corporations have a unique set of challenges compared to those that closely held corporations have to manage. While the stock is transferable, it’s also subject to strict, complex securities regulation. Their larger size also places public corporations high on the radar for more rigorous scrutiny by administrative agencies in areas like antitrust,… Read More »

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When Will a Member or Shareholder Be Liable for Company Debts?

By McCabe Rabin, P.A. |

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 »

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How Do Shareholder Derivative Suits in Corporations Work?

By McCabe Rabin, P.A. |

We’ve written on this blog about how “derivative actions” work under Florida’s Revised LLC Act.  As we’ve previously explained, a derivative action is a method by which a minority member can bring a claim in court in the name of the company.  Often, these suits are used to recover damages from controlling shareholders or… Read More »

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Five Tips for Defending a Corporate Representative Deposition

By McCabe Rabin, P.A. |

An effective tool for a party taking discovery in Florida state court is deposing the corporate representative of an adverse party or non-party.[1] Accordingly, a corporate representative deposition requires the lawyer defending the corporate representative to prepare diligently to defend the deposition. Here are five tips for defending the corporate representative deposition: Place Your… Read More »

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Are Professional Corporations and LLC Companies Alike?

By McCabe Rabin, P.A. |

Professional Corporations and Limited Liability Companies – Like Ordinary Corporations and LLCs, Sort Of. Like many other states, when licensed professionals – like doctors, lawyers, dentists, accountants, architects, and insurance agents, to name a few – form companies to do business, they do not form your run-of-the-mill corporation or LLC.  Instead, they form professional… Read More »

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Five Tips for Taking a Corporate Representative Deposition

By McCabe Rabin, P.A. |

One of the most effective tools for a party taking discovery in Florida state court is taking the deposition of the corporate representative of a party or non-party corporate entity.[1] This form of deposition allows a party to avoid having to depose numerous witnesses to determine a corporation’s position on various issues in the… Read More »

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The Myth of the Closely-Held Corporation

By McCabe Rabin, P.A. |

Florida Law: Closely-Held Corporations A closely-held corporation, also called a close corporation, is generally defined as a corporation in which the stock is not freely traded and is held by only a handful of shareholders. While this term has been used frequently by Florida courts to describe small, family-held corporations (a single search on… Read More »

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