PRACTICE AREAS

BUSINESS TRANSACTIONS & CORPORATE LAW

Fantetti Legal, LLC provides clients with some of the most important legal services involved in organizing, operating, financing, and expanding their businesses. Business clients range from individual entrepreneurs to regionally focused and State-wide recognized companies. We serve as general corporate counsel for many of our corporate clients and handle specific matters for others. Each client, large or small, is given personal attention and the benefit of knowledge and experience in multiple areas of the law.

In contrast to firms that have experienced rapid turnover of their business law staff in recent years, to high prices law firms that do not get to know their client’s and understand their business, Fantetti Legal combine’s judgment and maturity borne of experience and substantive legal expertise, along with the familiarity of approach that comes from working in various areas of corporate business practice.

Expressing passion for business and wanting the best outcome for each client, while successfully structuring, negotiating and closing sophisticated business transactions and agreements requires a lawyer to have not only experience, knowledge and creativity, but also the organizational skills to manage and coordinate the project.

Fantetti Legal achieves these ends by providing a wide array of services that are essential to every business:

Business Litigation

This process involves the rules and practices involved in resolving disputes in the court system; however, litigation involves more than going to court and calling witnesses to testify. There are process involving the exchange of information (called discovery), depositions, and filing the lawsuit. For those looking to determine if a legal matter falls within the category of business litigation, consider whether all avenues to resolve a business dispute have been exhausted and whether a lawsuit would solve the matter.

Business Transactions

This process involves rules and practices for business dealings without the court system. The transactions that are involved in business are numerous; however, many of them are interrelated and comprise one large transaction. For instance, purchase or selling a business will involve several business transactions to consummate the deal. Fantetti Legal’s business transactions practice is comprised of knowledge, experience, and strategies to complete a series of these transactions for any business deal.

Copyright law is a law that gives you ownership over the things you create. What can be copyrighted is a broad question; however, some items include a written explanation of a process or story, paintings, photographs, a poem or a novel; thus, if you created it, you own it and it’s the copyright law itself that assures that ownership. Copyrights are filed with the U.S. Copyright Office. The ownership that copyright law grants comes with several rights that you, as the owner, have exclusively. Those rights include:
• The right to reproduce the work;
• to prepare derivative works;
• to distribute copies;
• to perform the work; and
• to display the work publicly.
Fantetti Legal an assist you with selecting the proper category the copyright must be filed under, and complete the filing process for you.

Corporate Formation

This area of the law refers to establishing a business and registering it with the state’s Secretary of State office. There are different business entity choices to choose from and it is important to seek legal counsel to ensure the appropriate entity is selected that provides the best strategic, legal, taxation, and liability protections. Whether the entity is a sole proprietorship, partnership, limited liability company, or corporation, once your business is registered, you are required by law to obtain business licenses, permits, corporate documentation and the maintenance of corporate governance. The most important reason companies are created is to keep company liability separate from a business owner’s individual assets and wealth. Before starting a business it is vital that you seek the counsel of an attorney.

Corporate Documentation

Establishing a company is a document driven process. To register your business, you need to file specific documents with the State of Florida. To form a company you’ll need to establish your business name and register your legal with the State of Florida. If you choose to operate under a name different than the officially registered name, you’ll most likely have to file a fictitious name form (also known as an assumed name, trade name, or DBA name, short for "doing business as"). Furthermore, as an example, if you become a corporation, you need to file articles of incorporation and maintain compliance with Florida’s Business Corporation Act. Corporations must establish directors and issue stock certificates to initial shareholders in the registration process. These are only a few of the processes involved in starting a corporation. The documentation necessary to comply with the laws of the State of Florida vary depending on what entity selection is made.

Corporate Governance

This refers to a system of rules, practices and processes by which a company is directed and controlled. Corporate governance essentially involves balancing the interests of the many stakeholders in a company - these include its shareholders, organizers, management, customers, suppliers, financiers, government and the community. As discussed in the Corporate Formation section above, if corporate governance is not properly maintained, a company and its owners, directors, etc. are at risk of losing the shield of liability protections it has fought so hard to attain which is called “piercing the corporate veil (a situation where a company’s owners are held personally liable for the actions or debts of a company). It is important that every business maintains good corporate governance by having a corporate book that holds records, meeting minutes, stock or membership unit ledgers, corporate by-laws or an LLC operating agreement, certificates of good standing, and much more in order to avoid legal problems that arise from failing to maintain good corporate governance.

Mergers, Acquisitions and Downsizing

In order to expand business operations, grow a company, or survive as a company in a tough economic climate, mergers and acquisitions present a strategic business partnership that can occur through different processes. When one company takes over another and clearly established itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist, the buyer "swallows" the business and the buyer's ownership can continue to be sold or traded. In the pure sense of the term, a merger happens when two entities, often of about the same size (but not always), agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a "merger of equals." Both companies' stocks or ownership method are surrendered and new company stock or ownership method is issued in its place.

Synergy is a major force that allows for enhanced cost efficiencies of the new business, and as an outcome of a merger or acquisition staff reductions, economics of scale, acquiring new technology, and more are all downsizing opportunities that can result from these transactions. Fantetti Legal provides legal and business guidance to client’s about these matters because they are important consequence of buying and selling companies.

Due Diligence Review

This is a process that involves an investigation of a business with certain standards of care before consummating a business transaction or major business purchase. Generally, it is a common practice through which a potential acquirer or buyer evaluates a target company or its assets for an acquisition or sale. This process contributes significantly to informed decision-making by enhancing the amount of quality information available to decision makers and by ensuring that the information is systematically correct and used to manner to weigh costs, benefits, and risks. It is a commonly used tool in buying and selling a business, mergers and acquisitions. Due diligence framework is lengthy and intensive in duration because it involves a cross-section of several areas of a business depending on the type of industry it is in. The process can involve audits, financial review, environmental assessments, marketing and production review, management review, employee downsizing and review, information and technology review, corporate governance review, legal and legislative review, background checks, and much more.

Buying & Selling Entities

Purchasing and selling a company can be a short or long process, depending on the company and industry involved in the transaction. A buy/sell transaction can involve purchasing an entire company (ownership and assets) or purchasing either the assets or simply the ownership interests or stock of a company. A buy-sell agreement is the major document controlling the consummation of the sale and reflecting the necessary terms that each party agreed to ahead of time to be bound.

Non-Competition Agreements

Non-Compete Agreements are an element of contract law under which one party (usually an employee) agrees not to enter into or start a similar profession or trade in competition against another party (usually the employer). The use of such clauses is premised on the possibility that upon their termination or resignation, an employee might begin working for a competitor or starting a business, and gain competitive advantage by exploiting confidential information about their former employer's operations or trade secrets, or sensitive information such as customer/client lists, business practices, upcoming products, and marketing plans. It is important to ensure these agreements are drafted in a manner that they are not over restrictive and deemed unenforceable by courts.

Franchising

Franchising is the right to use a company’s business model and branding for a prescribed period of time while conducting operations under those obligations. Due to the fact that a franchisee obtains all licensing rights and opportunity rights from the business owner (franchisor), it is imperative that a franchise agreement is properly drafted, reviewed and negotiated to protect legal rights and principles of important intellectual property, products, services, or methods.

Cease & Desist matters

If an individual or business engages in conduct that aggrieves that business, an infringement letter or “demand letter” is a document sent to halt purportedly unlawful activity ("cease") and not take it up again later ("desist"). These letters are the first step required before engaging in litigation.

Document/Contract Review

Fantetti Legal will review contracts and other legal documents that a business may need reviewed for explanation, redline review, risk evaluation, and to limit legal exposure. All document review matters include analysis and negotiation (where applicable).

Confidentiality Agreements

This agreement is also called a nondisclosure agreement or NDA. It is a legally binding contract in which a person or business promises to treat specific information as a trade secret and promises not to disclose the secret to others without proper authorization. Confidentiality Agreements are an integral part of numerous business transactions to and necessary to protect important information in the event a business deal does not close.

Shareholder Agreements

These agreements address shareholder rights and responsibilities, share ownership, valuation, management of finances, business, assets, capital, and shares, rules for issuing new shares, and restrictions on share transfers. Depending on the corporation and the shareholders, different matters than the aforementioned may apply.

Data Security Measures

The risks associated with data security and cyber breaches continue to grow, impacting a variety of industries worldwide. Cyber criminals have become more creative and their attacks increasingly destructive, targeting organizations of all sizes. These attacks can lead to costly lawsuits as well as first party losses and expenses. It is vital a company understand the legal exposure associated with data security and cyber attacks, and seek the help of legal counsel regarding the type of information that must be protected and may incur liability if the proper steps are not taken by the company.

Licensing

A licensing agreement is a legal contract between two parties, which the licensor grants the licensee the right to use certain legally protected properties of the licensor with the licensor’s consent (i.e; right to produce and sell goods, use brand names or trademarks, use intellectual property or patented technology owned by the licensor). In exchange, the licensee usually submits to a series of conditions regarding the use of the licensor’s property and may agree to make payments to the licensor for doing so.

General Corporate Advice

Many corporate clients seek an attorneys' advice for rare agreements, counseling on ideas, and to serve as a point-of-contact for business assistance in private or public companies. Fantetti Legal can assist with matters in corporate law that may not be mentioned on this list.