Acquisition and Sale-Purchase Transactions: The most common transaction is the purchase or sale of a large asset or intellectual property. We assist our clients rely on structuring the sale or purchase, drafting the key documents, negotiating the terms, and handling the closing. We bring to the table many years of good relationships with accountants, auditors, actuaries, and other professionals who are sometimes involved with the transactions.
We have served as counsel to companies in nearly every sector of the economy, including technology, real estate, construction, health care, banking, and aviation.
Mergers: When the sum of the whole is greater than the contingent parts, we can serve as counsel in mergers, reverse-mergers, joint ventures, spin-offs, exchange offers, tender offers and going-private transactions. The Mantzidis Law Group can handle deal structuring, document preparation, and due diligence. We are experienced in-and sensitive to-the full range of legal issues involved in these types of transactions.
When the sum of the whole is greater than the contingent parts, we can serve as counsel in mergers, reverse-mergers, joint ventures, spin-offs, exchange offers, tender offers and going-private transactions. The Mantzidis Law Group can handle deal structuring, document preparation, and due diligence. We are experienced in-and sensitive to-the full range of legal issues involved in these types of transactions.
Breach of Contract: Contracts: are agreements between individuals or legal entities (“corporations”), in which one party agrees to perform a service or provide goods in exchange for the payment of money or other goods or services. A binding, legally enforceable contract can be in writing or oral. Depending on the nature of the transaction involved, certain types of contracts in Florida are required by law to be in writing in order to be enforceable. Generally other than those required by law to be in writing, verbal contracts are enforceable in Florida, especially in situations where one party has performed his or her obligations.
Under Florida law, certain types of contracts must also contain the parties’ agreement on specific issues in order to be enforceable. A lawyer can help you determine what needs to be in your written contract to make it a legally binding and enforceable contract.
A lawyer will be able to tell you if a particular contract comes with a right to cancel and, if so, how to cancel. The “breach” of a contract can result in the breaching party being sued by the other party to enforce the contract. The non-breaching party may elect to compel the breaching party to specifically perform the act called for by the contract, or to pay money instead of performing the act.
Non-Compete Agreements: Non-competition agreements are employment contracts used by employers to limit the ability of a former employee to steal its customers or trade secrets. Non-Compete agreements must balance the employer’s business interests with the employee’s right to work in a field for which he or she is trained.
The Florida statute (§542.335) on non-compete agreements sets out reasonable and unreasonable time restrictions for different types of restraints. For instance, in the case of a former employee, a restriction of less than 6 months is presumed reasonable and a restriction of more than 2 years is presumed unreasonable. The court will analyze any restriction outside of this range.
Non-Solicitation Agreements: In Florida, the same requirements for a non-compete agreement apply to the enforcement of non-solicitation agreements. A non-solicitation agreement restricts former employees from soliciting any of the former employer’s customers and disclosing confidential business information.
Corporations v. LLC’s:
The corporation is a separate legal entity that is owned by stockholders. A general corporation may have an unlimited number of stockholders that, due to the separate legal nature of the corporation, are protected from the creditors of the business. A stockholder’s personal liability is usually limited to the amount of investment in the corporation and no more.
Advantages of a Florida Corporation:
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Owners’ personal assets are protected from business debt and liability.
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Unlimited life extending beyond the illness or death of the owners.
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Tax free benefits (insurance, travel and retirement plan deductions).
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Ability to raise capital through the offering of stocks and bonds.
Disadvantages of a Florida Corporation:
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More expensive to form than a proprietorship or partnership
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More state and federal regulations
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More legal formality
A Limited Liability Corporation (“LLC”) presents an alternative to corporations and partnerships. A Florida LLC, the owners can have the corporate liability protection for their personal assets from business debt as well as the tax advantages of partnerships or Florida S Corporations.
Advantages of a Florida LLC:
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Protection of personal assets from business debt
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Profits/losses pass through to personal income tax returns of the owners
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LLC’s do not have the ownership restrictions of S Corporations making them ideal business structures for foreign investors.
Disadvantages of a Florida LLC:
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LLC’s do not have stock and the benefits of stock ownership and sales.
Stock Purchase Agreements: A Stock Purchase Agreement is an agreement between the company (“Seller”) and the shareholder (“Purchaser”) for the sale and transfer of stock.
A Stock Purchase Agreement is important:
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establishes a chain of ownership of the stock.
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documents the purchase price and the number of stock shares purchased.
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provisions regarding redemption of the shares.
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who has the first right of refusal.
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documentation is necessary for compliance with Florida and federal laws and especially for tax purposes.
Stock Transfer and Assignments: An Agreement that assigns and transfers one party’s interest in shares of stock to another person or entity. The Agreement can be modified to suit the needs of the drafting parties.
Shareholder Agreements: A shareholder’s agreement is a contract between the shareholders. Shareholder’s agreements are essential for companies where the shareholders take an active role in the daily business activity.
For instance, topics in a Shareholder Agreement could include:
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Sale of the stock of the corporation by a shareholder or the corporation.
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The purchase of stock when one shareholder dies or becomes disabled.
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Assigning the directors or officers of the corporation.
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The timeline for distribution of dividends.
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Compensation for shareholder-employees.
Disposition of Business: We represent a number of clients in merger, acquisition and business disposition transactions. In addition our firm represents companies in acquisitions by using equity securities and cash or debt instruments.
Our services for Disposition of a Business include:
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Business succession plans involving transition of the business to partners, family members or key employees
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Developing and implementing external exit strategies, including sale, merger, IPO or ESOP purchase
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Buy-sell agreements
Independent Contractor Agreement: An Independent Contractor Agreement is a contract entered between an individual or a business entity to provide services to another individual or business entity. The Independent Contractor is not considered an employee and is not entitled to the benefits that apply to employees.
The Independent Contractor Agreement sets forth:
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the basic terms
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scope of the work
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the compensation that the Independent Contractor will receive.
The company or individual that is hiring the Independent Contractor is also protected, by confirming that an employer/employee relationship has not been established and specifying any causes for ending the relationship.
Employment Agreements: Florida follows the Employment At-Will Doctrine. An employee can quit their job for any reason and obtain new employment, even with a competitor. Similarly, an employer may generally discharge an employee for any reason unless there is a written contract providing otherwise or if the discharge constitutes discrimination in violation of Federal, Florida, or local fair employment laws.
In order, to avoid the consequences of At-Will employment, employers and employees need to enter into a written contract. A written agreement allows both employee and employer to reach a compromise on their individual interests and avoid the consequences if either party decides to terminate the relationship.
Issues that can be included in an Employment Agreement (contract):
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Compensation such as salary, retirement plans and stock options
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Grounds for termination
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Employee benefits,
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Availability of Directors and Officers insurance
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The ownership of intellectual property created during employment.
Joint Venture Agreement: A joint venture is a business agreement in which parties agree to work together to develop, for a certain amount of time, a new entity and new assets by contributing equity. The two parties have control over the venture and share in the expenses, revenues and assets. A joint venture sets forth each party’s required contribution, how you will split costs and expenses, ownership, and each party’s responsibilities.