Mergers and acquisitions can reshape your business, but Florida law affects how deals must be structured. Understanding the legal specifics ensures you follow the right steps and avoid delays.
Business structure and state requirements
Florida law outlines how you can buy or sell a business, whether through asset sales or stock transfers. When you acquire a corporation or LLC, state statutes require specific procedures for votes, consents, and filings. For example, the Florida Business Corporation Act (FBCA) requires shareholders to approve certain mergers.
Due diligence and disclosures
State law defines what sellers must disclose before finalizing a deal. You must share material facts that could influence a buyer’s decision. Hiding liabilities or pending lawsuits can lead to legal challenges after the sale. As a buyer, you should check licenses, regulatory history, contracts, and liens to avoid unexpected problems. These steps reduce the risk of conflicts later.
Non-compete and employment issues
The state enforces non-compete clauses more aggressively than many states. If you purchase a business, you can use these agreements to stop sellers from starting a competing company. These clauses must follow limits on time, location, and activities. The State also follows an “at-will” employment model, so employers or employees can end the relationship at any time unless a contract says otherwise. Review all employment agreements during the M&A process.
Applying law to your strategy
A mergers and acquisitions deal must follow the rules of the state where it takes place. These laws shape the timeline, responsibilities, and protections for both sides. When you understand these requirements, you can move through the process with more control and fewer issues.