Corporate Law

Customer Considerations For Negotiating Force Majeure Provisions

Customer Considerations For Negotiating Force Majeure Provisions

Clients often ask me what a Force Majeure clause is. It is a contract provision that allows a party to suspend or terminate the performance of its obligations when certain circumstances beyond their control arise, making performance inadvisable, commercially impracticable, illegal, or impossible. The clause involves situations such as natural disasters, prolonged shortages of supplies, unanticipated or unpredictable government action, and much more. Parties negotiating a contract are free to define force majeure events at their choosing. Ultimately, events that are unforeseeable, unpredictable, and not contemplated by the parties at the time of contracting can generally fall within the force majeure realm.

Avoiding Management Struggles When it Comes to Data Breaches

Avoiding Management Struggles When it Comes to Data Breaches

They can be a nightmare to deal with, but dealing with them is half the battle because the legal problems at stake in the event of a data breach can be devastating. The best way for a company to handle a data breach is to be prepared.

Florida Legislature Updates and Modernizes Florida's Fictitious Name Act

Florida Legislature Updates and Modernizes Florida's Fictitious Name Act

Revisions to the Fictitious Name Act clarify the requirements for registering fictitious names in Florida, and modernize the statute to deal with the myriad of types of entities that now exist. Read on the Legal Newsstand on FantettiLegal.com

Eyeing the Exit: Building Value of a Business for Future Sale

Eyeing the Exit: Building Value of a Business for Future Sale

Deciding to build a company in the start-up phase or for a family business, day-to-day operations and growth objectives tend to consume most of management's time and effort. Day-to-day decisions, however, can enhance or diminish the exit value of the business at some point in the future, or can delay a sale. It is plausible that most business entertain the idea of one-day merging or cashing out in a sale of their business through an acquisition of some form. Regardless of the viewpoint, operating the business with a potential exit in mind can steadily increase the valuation realizable in a future sale. 

End of Year Business Counseling – What Situation You May Want to Escape From?

End of Year Business Counseling – What Situation You May Want to Escape From?

As 2018 approaches, year-end projects emerge relating to the termination, formation and conversion of business entities prior to December 31, 2017. People may be stuck in a business they want out of, whether with family, friends, or you took a flyer with an investment opportunity that isn’t working out the way you thought.

Maintaining Company Minutes

Maintaining Company Minutes

Many who organize small businesses, such as corporations or limited liability companies, assume that the benefits of such entities are absolute. One of these benefits is the complete separation of the business from an business owner’s personal net worth. However, these benefits are not maintenance-free. Once your company is formed, it is easy to go back to business as usual and forget to comply with necessary formalities, such as preparing detailed company minutes and resolutions. When properly kept, minutes constitute a record of company proceedings and should be regularly prepared for the following reasons: (i) reducing exposure to personal liability, (ii) proving authorization of major business decisions, and (iii) preserving a credible record for audits.

50/50 Ownership Relationships can be Trouble, Plan Ahead

50/50 Ownership Relationships can be Trouble, Plan Ahead

It is not uncommon for a family business, business among friends, or perhaps boyfriend and girlfriend or husband and wife, enter into a business where the two people want to be ‘fair’ with each other and state they will split everything equally – ’50/50.  This sounds great in theory, but in reality, as the Delaware Supreme Court has taught us in Philip Shawe v. Elizabeth Elting, the business doesn’t always run smoothly and relationship issues/ disagreements on the direction of the business can get in the way of development. Moreover, growth can stagnate because decisions aren’t being made due to deadlock situations and other persistent problems. Take for example, a business founded by two college friends, that own a business 50/50, although one owner gave one percent to his mother. Aside from being business partners, the two founders were initially engaged. The engagement was called off, and the relationship soured and remained hostile. Despite the breakdown of the personal relationship, the business grew to be one of the largest in its industry.

The 5 Most Common Legal Risks That Can Impact Your Business

The 5 Most Common Legal Risks That Can Impact Your Business

The role of the business owner is always changing. Not only do many business not have an attorney or any form of a legal department, but business owners without legal assistances play the dual role or making business decisions and legal decisions. It is important that a business owner find a lawyer that can understand legal consequences, draft legal documents and conduct litigation; otherwise, the business owner is required take on the strategic management of legal risks to protect the value and assets of a company. Absent proper understanding of the issues facing business and how the issues can impact the bottom line of a business, the risks will negatively impact a business without a business owner even realizing it before its too late.

Dodging Contractual Battlegrounds: Vital, But Often Overlooked, Provisions in Commercial Contracts

Dodging Contractual Battlegrounds: Vital, But Often Overlooked, Provisions in Commercial Contracts

When parties enter into a domestic commercial contract, their focus is typically on memorializing their agreement and getting the deal done; unfortunately, rushing to meet an end goal doesn’t mean a party truly met the end goal. As a result, they may not think critically enough about what will happen if the relationship goes south and how the contract provisions that they chose to include—or did not choose to include or accepted without negotiation—will affect how and where they resolve a dispute and shape the remedies to which they may be entitled.

It’s a New Year, Are You Thinking About Starting a Business with Family or Friends? Here Are a Few Tips to Avoid Trouble

It’s a New Year, Are You Thinking About Starting a Business with Family or Friends?  Here Are a Few Tips to Avoid Trouble

As the New Year approaches, people begin to think about money making ventures and perhaps starting a new business to see where that great idea can take them. Despite the positivity in aiming for business success, from a relational standpoint, people enter closely-held businesses in the same manner as they enter marriage: optimistically and often ill-prepared

A Quick Note on the Early EEOC Process in Discrimination Cases and Florida Employers being aware of the Florida Civil Rights Act

A Quick Note on the Early EEOC Process in Discrimination Cases and Florida Employers being aware of the Florida Civil Rights Act

Employers often face the dreaded claim against their company, a claim that the entity, in some form, discriminated against an employee.  Aside from worrying about a claim coming, employers often do not understand the process involved in dealing with these claims and the deadlines and process an employee goes through that can affect an employer’s responsibility to deal with a discrimination claim.

How to Handle Changes to a Company’s Board of Directors

How to Handle Changes to a Company’s Board of Directors

If you are a corporation, you undoubtedly have a board of directors – or at least the hope is that you do. 

The National Labor Relations Board Finds Handbook Policies Violated The National Labor Relations Act

The National Labor Relations Board Finds Handbook Policies Violated The National Labor Relations Act

You may not be aware, but the NLRB (National Labor Relations Board) has opined on numerous occasions that various common handbook provisions are unlawful under the NLRA (National Labor Relations Act) because they may have the effect of inhibiting employees from engaging in protected activities, such as discussing wages, criticizing management, publicly communicating about working conditions and discussing unionization.

Non-Competition Agreements – What are they, really? Let’s be Specific

Non-Competition Agreements – What are they, really? Let’s be Specific

Clients often ask me about the application of non-competition agreements because they seem to be everywhere. An employee is subjected to a non-compete agreement, or an employer is trying to subject its employees to a non-compete agreement.