Marlowe LawMarlowe Law2026-06-04T09:32:07Zhttps://www.marlowe.law/feed/atom/WordPress/wp-content/uploads/sites/1104050/2024/09/cropped-MarloweLaw-site-icon-32x32.pngOn Behalf of Marlowe Law<![CDATA[How does the law protect you when doing a merger in Florida?]]>https://www.marlowe.law/?p=480552026-06-04T09:32:07Z2026-06-04T09:32:07ZMergers can be an effective way for businesses to expand operations, increase market share, or strengthen long-term growth. However, combining two companies often involves significant financial and operational changes that can affect shareholders, directors and other stakeholders.
Florida law includes several protections designed to make the merger process transparent and fair. The Florida Business Corporation Act establishes procedures that companies must follow before a merger can move forward, helping protect the rights of those involved.
Board approval comes first
Before a merger can proceed, the board of directors generally must review and adopt the proposed merger plan. This requirement ensures that company leadership evaluates the transaction and considers its potential impact on the corporation before presenting it to shareholders.
Shareholders often have a voice
In many cases, shareholders must approve the merger after the board adopts the plan. Florida law generally requires a vote by shareholders entitled to participate in the decision. This allows owners to review the proposal and decide whether they support the transaction.
Notice and disclosure requirements matter
When shareholder approval is required, corporations must provide notice of the meeting where the merger will be considered. Shareholders are typically entitled to receive important information about the proposed transaction, including details of the merger plan and relevant governing documents.
Certain voting groups receive added protections
Florida law may require separate voting rights for specific classes or series of shares when their interests could be affected differently by the merger. This prevents certain groups from being overlooked and allows them to participate directly in decisions that may impact their ownership rights.
Dissenting shareholders may have rights
Some shareholders who disagree with a merger may be entitled to appraisal rights. These rights can allow eligible shareholders to seek payment of the fair value of their shares rather than remain part of the transaction under certain circumstances.Although Florida law provides several safeguards during the merger process, every transaction presents unique considerations. Seeking experienced legal guidance can help business owners and shareholders better understand their rights and obligations before completing a merger.
]]>On Behalf of Marlowe Law<![CDATA[Conflicts involving fiduciary duty]]>https://www.marlowe.law/?p=480532026-05-20T09:45:23Z2026-05-20T09:45:23ZWhen someone has a fiduciary duty to another, it means they have to act in the best interests of that person or entity. They cannot always focus on their own best interests, as the fiduciary duty must come first.This can often lead to conflicts in a business context. It can be quite a serious issue if someone is accused of breaching their fiduciary duty, as they may have caused harm to the other entity, leading to a long-term legal dispute. Below are two ways that this could happen.
Partnership disputes
First and foremost, when there are multiple business partners, they all have a fiduciary duty to the company. If one business partner acts in a way that prioritizes their own financial gain at the expense of the business, they may have violated that fiduciary duty. This can harm the business, which also causes harm to the other business partners.An example could be if a business partner made a decision that had a financial benefit for them in the short term, but they knew that it would clearly cause long-term issues for the company.
Shareholder disputes
Additionally, executives or a board of directors generally have a fiduciary duty to the shareholders in a publicly traded business. They need to prioritize the business and the shareholders’ position over their own personal gain.If the board acts in a way that benefits themselves but harms the value of the business, it is the shareholders who are losing money while those values drop. They may argue that the directors ignored their fiduciary duty or even actively breached it.In both of these situations, the resulting litigation can be very complex. It is important for business owners, executives and other parties involved to know exactly what legal steps to take.
]]>On Behalf of Marlowe Law<![CDATA[The key to proactively avoiding partnership disputes]]>https://www.marlowe.law/?p=480502026-05-06T15:02:20Z2026-05-06T15:02:20ZPartnership disputes can be devastating for a company, sometimes leading one partner to exit or the company to be entirely dissolved. These disputes can happen for many reasons, such as:
Lack of trust
Financial disputes
Disputes over ownership
Overlapping roles and responsibilities
Different goals and priorities
Every case is unique, and there are certainly situations in which multiple issues will lead to a dispute between business partners. One way to proactively avoid this is simply to draft a partnership agreement from the very beginning.
A contractual agreement
Many business partners, especially when they are starting a new company, may feel tempted to begin working together with only a verbal agreement or a handshake deal. They do not have a formal contractual agreement in place.But by taking the time to write a physical partnership agreement, they can address many of these potential issues in advance. For instance, the partnership agreement can stipulate that both partners own 50% of the business so that there are no future disputes over ownership percentages. It can outline what should be done with revenue and earnings from the company so that there are no financial complications regarding how money can be used or distributed in the future.In many ways, drafting this agreement in advance is much easier than going through litigation when a dispute arises. The partners are still on good terms, so they can consider potential complications and work to avoid them before the situation becomes tense or contentious.
Setting up a partnership
If you are a business owner looking to start a partnership, it is important to know what steps to take to set it up properly and how to address any disputes that may arise in the future. Be sure you are fully aware of your legal options.
]]>On Behalf of Marlowe Law<![CDATA[Do business loans put personal assets at risk?]]>https://www.marlowe.law/?p=480482026-04-22T03:26:43Z2026-04-22T03:26:43ZDifferent business structures
There is no one-size-fits-all answer, as it depends on numerous factors, including the type of loan you get and your business structure.
With some structures, such as a sole proprietorship or a partnership, you may be personally liable. You are running a business, but you have essentially taken the loan out in your own name.
With a limited liability company (LLC), however, you are shielded from personal responsibility for any business loans. Business assets could be at risk, including real estate, inventory and other company property. However, your business creditors are not able to come after personal assets like the retirement savings. Anything that you own individually is generally protected.
Choosing the correct type of business
As you can see, it is very important to consider what type of business you want to operate based on your goals for the company and the level of protection you need. Having experienced legal guidance can help you determine what will work best for you.]]>On Behalf of Marlowe Law<![CDATA[Can a material breach invalidate a contract?]]>https://www.marlowe.law/?p=480462026-04-03T13:02:46Z2026-04-03T13:02:46ZContract clauses increase enforceability
Contracts specifically include clauses that address breaches of the agreement. A severability clause makes the remainder of the contract enforceable even in cases where one party has failed to uphold other key elements of the agreement. Business leaders frustrated by a vendor’s failure to deliver on time or to meet quality specifications may still have an obligation to render payments unless they document and appropriately respond to the breach of contract that occurred.
Frequently, those hoping to eliminate contractual obligations after a material breach by the other party must take the matter to civil court. A judge can effectively invalidate the contract by issuing an order of judicial precision. They can also help address non-performance and any damages caused by a prior breach.
Reviewing the language included in a business contract with a skilled legal team can help professionals determine if the agreement remains valid and what their next step should be. An attorney’s insight into a breach of contract dispute can help minimize the consequences of another party's failures.]]>On Behalf of Marlowe Law<![CDATA[Mergers and acquisitions may lead to employee lawsuits]]>https://www.marlowe.law/?p=480442026-03-14T14:10:12Z2026-03-14T14:10:12ZWhy do mergers and acquisitions sometimes trigger litigation?
Combining two organizations inevitably generates a degree of redundancy. Companies that acquire another business or merge with an outside organization often undergo a lengthy review process to determine the best way to modify staffing.
Layoffs and terminations are common after mergers and acquisitions. The workers who lose their jobs may raise claims of wrongful termination in some cases.
Particularly in scenarios where there appear to be trends regarding which workers lost their jobs or what workers kept them, employees might allege that the company discriminated. If workers who share certain protected characteristics, such as their religion, race, sex or disability status, were disproportionately represented in the layoff, that could bolster claims that the company wrongfully considered protected characteristics while downsizing.
Organizations need to take care to ensure that layoffs do not have a basis in protected characteristics but rather on seniority, job performance or other employment-related factors. Working with legal professionals during large business transactions, including mergers and acquisitions, can reduce the likelihood of litigation and other complications in such scenarios.]]>On Behalf of Marlowe Law<![CDATA[What happens if a business partner wants out?]]>https://www.marlowe.law/?p=480422026-02-27T20:26:40Z2026-02-27T20:26:40ZConflicts can sometimes arise when one business partner wants to exit the partnership before the other is ready. The partner who remains may even claim that the other person is abandoning the business and causing significant harm.
Ideally, the way that someone exits a partnership should be defined in the partnership agreement and contractual documentation that was drawn up at the very beginning. They need to follow the proper steps. For instance, they may be told that they have to give a certain amount of advance warning. The partnership agreement could also stipulate what equity they have in the business and how they can receive those financial assets upon exiting. This can often be a point of conflict, because the remaining business partner may not have the cash on hand to buy out the other person’s ownership share.
What if they breached the contract?
It may become abandonment if the partnership agreement was breached or when the person who is leaving intentionally harms the business, often for their own gain.For instance, perhaps they have been offered a chance to start a business with someone else who will bring a significant amount of investment capital. Their plan is to abandon the original partnership, taking their knowledge, skills, experience and even trade secrets with them. The original business partner may want to sue, saying that they have harmed the company, especially if they exited the partnership without warning.That being said, business partners do have the option to step away from the company if they want to do so. Simply deciding to move on is not necessarily a legal issue unless they have violated the agreement that they signed.This can create a very complex legal situation, where both business partners may view things quite differently, and it can help to work with an experienced law firm to find a solution.]]>On Behalf of Marlowe Law<![CDATA[The importance of an exclusive use clause in a commercial lease]]>https://www.marlowe.law/?p=480402026-02-23T16:12:40Z2026-02-23T16:12:40ZNegotiating the details of a commercial lease is critical for the protection of both the tenant and the landlord. There are numerous different classes that either party may want to include in the lease.
Commercial tenants hoping to open a new coffee shop or an oil change facility may worry primarily about costs and the duration of the lease. However, they may also want to consider the possibility of their landlord renting an adjacent or nearby property to a similar business. Requesting the inclusion of an exclusive use clause can help protect a tenant from nearby competition that could affect profit margins and market share.
What is an exclusive use clause?
An exclusive use clause is essentially language prohibiting the landlord from renting another retail unit or office space in the same property or within a certain geographic radius of a tenant operating a similar company. If a landlord owns a small strip mall, they should not lease another space to a second coffee shop after signing a lease with a coffee business that has an exclusive use clause included in its lease. Particularly when a business concept is trendy and relatively new, the possibility of nearby competition can negatively impact sales. Companies without established brands and those trying to enter a new market niche may want to negotiate an exclusive use clause in addition to other protective terms in a commercial lease. The business model for the company, the nature of the rental property and other details influence the most appropriate clauses to include in a commercial lease. Working with an attorney when reviewing a commercial lease and communicating with the prospective landlord can help tenants better protect themselves. Custom contract inclusions can take some of the risk out of a long-term commitment to a specific commercial property.]]>On Behalf of Marlowe Law<![CDATA[The function of restrictive covenants in business contracts]]>https://www.marlowe.law/?p=480372026-02-07T21:44:56Z2026-02-07T21:44:56ZWhat is the purpose of a restrictive covenant?
As people may be able to deduce from the name, a restrictive covenant imposes limitations on future conduct. The parties agree to limit certain activities.
Employment contracts and partnership agreements often include noncompete agreements. These restrictive covenants prevent one party from starting a directly competing business after leaving an organization or taking a job with a direct competitor.
Nondisclosure agreements are also relatively common. They prevent the release of non-public information, including trade secrets that give a business a competitive advantage. Contracts may also include nonsolicitation agreements to protect relationships with employees, vendors and customers or clients.
When integrated into a valid contract, restrictive covenants can prevent misconduct that could damage a business or may at least allow for enforcement actions in civil court if a violation occurs. A breach of a restrictive covenant could trigger a specific financial penalty or may lead to an injunction preventing future breaches.
Working with a lawyer to draft custom, thorough contracts can help businesses optimize their legal protection. Restrictive covenants are often important inclusions in modern contracts, and business leaders with legal support can effectively draft valid contracts and enforce them by going to court, if necessary.]]>On Behalf of Marlowe Law<![CDATA[There are potential advantages to buying an existing business]]>https://www.marlowe.law/?p=480352026-01-27T18:41:30Z2026-01-27T18:41:30ZFor many business owners, their path to achieving success in their industry began when they started their business from nothing. Maybe it was a small business that they started with loans, and they helped the company grow over time. Maybe it was even a side project that they worked on while they were employed somewhere else, but it eventually became a full-time business.
This certainly can work, but it can also be a very long and difficult process. There are some advantages to buying a business that already exists. Let’s take a look at a few below.
You have a customer base
First and foremost, an existing business already has an established customer base. There is already name recognition, and people in the local area know what the business offers. It does not take as much time to grow awareness, and the business may be bringing in money immediately.
It can be easier to get loans
Speaking of money, business owners often have to take out loans, either to start the company or to buy one. For a startup, the owner has to pitch their business proposal to the lender. But it may be easier to get financing to buy an existing business because there are already records showing that the business model works and that it can be financially viable.
The business operations are already in place
Finally, buying an existing business means that you have more than a name or an idea. You may be purchasing real estate, inventory, machinery, vehicles and much more. There are already employees working at the business who can retain their positions and help it be successful. The entire company is already in place, and your goal is simply to improve it or help it grow, but you are not starting from scratch.Acquiring an existing business can be exciting and profitable, but it is also a complex process. It is important to know exactly what legal steps to take at this time.]]>