As complex and multifaceted as starting or running a business can be, the fine points of the legal matters that govern corporate relations can be even more intricate and overwhelming. Many business owners who even understand the processes behind corporate law simply do not have the time needed to navigate the situation, and therefore need legal assistance. Whether you are relishing the fresh beginnings of a new business venture, acquiring another business to enhance the growth of your own firm, or crafting a professional stockholder’s agreement, our knowledgeable team can provide the guidance to meet your needs. In the areas of corporate law, we are responsible to ensure that all business transactions align with local, Florida State and federal guidelines. We have the perpetual opportunity to support business owners with the facilitation of their corporate transactions in an efficient and intelligent manner, ensuring the most legitimate and profitable solutions to the most complex corporate matters.

At Nelson, Bisconti and McClain, our wealth of corporate law experience and detailed attention to each business case fortifies our counsel and allows us to provide resourceful guidance in the areas of Asset and Stock/Dissolution, Formation of Business Entities, Distribution Derivative Action, and Shareholder Separation and Business Acquisitions. For more detailed information about each area of our corporate law experience, please reference the information below.

Asset and Stock Purchases, Dissolution

A well thought out plan for dissolving your business assets is essential in order to ensure that you leave your business venture behind legally, and as profitably as possible. Utilizing a legal professional for guidance in these delicate situations is imperative to ensure the most successful outcome for all parties involved. Involuntary dissolution can bring about a myriad of complicated disagreements regarding access to corporate books, shareholder rights and privileges, and other issues. Disputes over shareholder status, clear ownership declarations, and other legal matters can quickly obscure the path to a tranquil dissolution of asset and stock ownership.

Why do I need legal guidance when facing business dissolution?

In the throes of a tumultuous voluntary, or involuntary, end to a certain business venture, individuals often neglect to consider the many different parties involved in any dissolution, including creditors, federal, local and state governments, potential acquisition entities and others. Additionally, if the correct state and local governments are not properly notified, applicable taxation and reporting requirements for the business entities will continue even beyond the cessation of business operations, which may result in additional penalties and further negative consequences of your business dissolution.

Enlisting an experienced corporate law professional from Nelson, Bisconti and McClain to assist with the dissolution of your assets and stock purchases will help tremendously as you navigate the complex dissolution process.

Formation of Business Entities

The formation of a new business entity or legal declaration of an existing entity is an inspiring and invigorating time for anyone. One of the most important decisions that a new or existing business owner has to make involves assessments regarding the advantages and disadvantages of each type of business entity, and which type best suits his or her business needs. Each unique set of circumstances requires an attentive legal professional to listen to your specific situation and give guidance accordingly. The personal attention that one gains from meeting with one of our corporate law professionals and Nelson, Bisconti and McClain is unmatched by any existing online-only or mass-market legal service.

What type of entity is right for my business?

There are several basic types of business formations, each with its advantages and disadvantages. Due to the significant tax implications and other financial circumstances surrounding this assessment, deciding which type of entity is right for your business situation is one of the most important choices that you will make in the lifespan of your business venture. Below are some, but not all of these entities that our capable attorneys can provide competent formation guidance for:

• Sole Proprietorship – the simplest of all of the entities, in a sole proprietorship, the sole responsibility for the operations and finances of the business fall on the owner. This includes, profit, loss, and any other financial responsibilities resulting from the operations of the business. With tax simplicity as its major advantage, the main disadvantage to a sole proprietorship comes in the form of a legal connection between the personal and business assets of the owner, resulting in unlimited risk of personal assets.

• Incorporation – most popular with large companies seeking the most tax advantages, this entity normally takes form in the shape of either an “S” or “C” corporation. A “C” corporation is the standard corporation. This entity is owned by shareholders and is subject to double-taxation. It is also subject to federal securities laws in most cases. The main difference with an “S” corporation is in regards to taxation. In this case, double-taxation is avoided as profits are taxed only at the individual income tax level.

• LLC (Limited Liability Company) – owned by its self-defined members, a limited liability company blends elements of partnerships and corporate structures. It shares limited liability characteristics with the corporation entities, and is one of the most popular entity formations in existence today.

• General Partnership – also called simply a “partnership,” the focus of this type of entity is mainly on the relationships between the partners, and on the relationship between the partnership and the outside world. Liability for all involved parties is a major disadvantage, as the actions of one partner affect all of the other partners. However, state registration can normally be avoided, along with the accompanying fees.

The decision to legally formulate a business entity can be stressful at best. The guidance of an experienced legal counselor is crucial to the success and timely completion of the formation process. At Nelson, Bisconti and McClain, we have helped hundreds of Florida businesses begin their journey to a profitable business existence, and our experienced corporate law attorneys are available to walk you through the entire process.

Shareholder Derivative Litigation

Mismanagement, gross negligence, or breach of fiduciary duty of appointed directors and board officials can often cause frustration for competent shareholders who have the company’s best interest at heart. A derivative action lawsuit provides shareholders with the opportunity to initiate a lawsuit on behalf of the corporation when executive management, whose actions have become harmful to the corporation, has failed to do so.

As one of the more unique corporate legal arenas, derivative suits require experienced direction from a legal professional in order to be effective and useful. At Nelson, Bisconti and McClain, our knowledgeable corporate attorneys can provide intelligent guidance for the most complex formation of derivative action lawsuits.

Shareholder Direct Litigation

In some cases, it may be appropriate for a shareholder to protect his or her legal ownership rights in their shares by bringing a direct lawsuit against a corporation. This may include attempts to enforce contract rights related to ownership of the shares, dividend recovery rights and rights to examine company accounting and general business records. However, not all cases are appropriate for direct lawsuits against a corporation. Deciphering the appropriate action for each unique situation requires the support of a qualified legal professional to attain the most appropriate outcome for each case. How these difficult situations are handled legally can make all the difference in the final result. Piloting the procedural and substantiative provisions of the Florida state statutes regarding these matters can be challenging. Whatever your shareholder litigation needs are, our experienced attorneys at Nelson, Bisconti and McClain are available to assist you in navigating these sometimes perilous waters.

Shareholder Separation: Rights and Duties

According to the FBCA (Florida Business Corporations Act), each and every shareholder has certain rights and duties that help to make all facets of shareholder ownership as organized and efficient as possible. Florida state legislation regarding these issues is clear in its definition of the shareholders rights to appraisal and payment for shares. It also openly provides requirements, limitations and procedures on court actions. Certain shareholder notice requirements for dissolved corporations are also plainly defined. At Nelson, Bisconti and McClain, we have helped hundreds of shareholders in need of direction. Tough legal decisions regarding shareholder rights and privileges should not be made without experienced legal counsel, and we are here to help!

Acquisitions

Any time there is a business acquisition that takes place, a formal business acquisition agreement must be created to clearly define the terms of the acquisition for all parties involved. These agreements include details regarding the terms of the complete transaction, stock provisions, representations, warranties and covenants of both the purchaser and the seller, closing and termination provisions, indemnification and other considerations.

Considering a business acquisition?

With any business acquisition, it is imperative that you have a knowledgeable attorney review and/or create your agreement in order to ensure that all of the provisions of the agreement have

(1) Been clearly explained and understood by all parties, and

(2) Are in YOUR best interest, no matter what side of the agreement you are on. Individuals who enter into business acquisition transactions without professional guidance often sign away important rights and receipts without even knowing the extent of their losses. An experienced attorney from Nelson, Bisconti and McClain will come along side you to make certain that you understand the full extent of each section of the agreement, and also that you are receiving all of the provisions that you deserve from the acquisition transaction.

For more information please contact our office at (813) 221-0999 or fill out a Free Case Evaluation.