Corporate & Business

In the state of Florida, any new company that intends to incorporate must file articles of incorporation with the Florida State Department. These will establish the business as its own entity, be it a C-Corp, S-Corp, non-profit, or other corporate structure. Once filed, the application is reviewed by state officials to ensure that all applicable rules, laws, and regulations have been met and the requisite fees have been paid.Articles of incorporation are critically important and should not be drafted without proper, experienced legal counsel. These papers are legal document...

Starting and Forming a New CompanyThere is a difference between simply starting a business and building a foundation for a lasting enterprise. The fact that you have made it to this point means you are likely more interested in starting a new business or expanding your existing business. No matter the reason, we are here to help.Starting a business is like sailing the open sea because getting lost can be easy but if you have your compass to navigate, you will never be off course. Here at Easler Law, we are your compass; we will guide you through every step of the way to ens...

How do Contracts and Agreements Differ?On any given day, a business owner (and their legal counsel) may be reviewing and discussing various contracts and agreements. The words ‘contract’ and ‘agreement’ are often used interchangeably, but they are not, in fact, the same.The legal definition of an agreement is that it exists when there is a mutual understanding between all parties of their rights and responsibilities with regard to a business arrangement. The contract is the agreement between the parties involved, which creates obligations that are legally binding and enforc...

Key Takeaways:C corps have double taxation while S corps have pass-through taxation.C corps can have unlimited owners, while S corps are limited to 100 shareholders.C corps are the default entity you are assigned during registration.Setting up a business structure is one of the most important foundations of jumpstarting your business growth. Some people opt for LLCs, but there are others who go for S Corporation or C Corporation. If you’re trying to choose between the two business structures, it’s important that you understand what each legal entity entails and its unique d...

Can you imagine spending years of your life working to build the perfect image of your company, products or services only to realize that you cannot successfully protect the brand that you have so carefully built? That is where the importance of selecting a trademark which is not descriptive comes into play.A descriptive trademark is something that can easily be avoided, however it is important to know how trademarks are categorized in order to be better equipped with the knowledge of how to make your trademark the strongest that it can be. The consequences of having a desc...

All businesses are started with an idea, and it only takes one person to believe in that idea before business planning commences. Before any work can be done to make that idea a reality, it is very important that some pre-incorporation planning take place.The pre-incorporation agreement is an essential business plan template which has the potential to save small businesses and their owners from a great deal of trouble down the road.If you are someone who would like to incorporate a new business, pre-incorporation planning is one of the most important aspects of starting up ...

Six months after oral arguments were heard in the matter of Google LLC v. Oracle America, Inc., the Supreme Court of the United States (SCOTUS) has issued a decision.[1] However, despite the nearly unprecedented level of speculation that surrounded what the impact of the Court’s decision would have; the SCOTUS’ holding does not appear to be as groundbreaking or revolutionary as some may have anticipated.The two major issues in the Google LLC v. Oracle America, Inc[2] case was whether Oracle’s Java programming language's application programming interfaces (APIs) are sub...

A corporation must file the necessary paperwork with the Secretary of State to be incorporated. The incorporation process might take some time, and while this process is pending, the individuals forming the corporation may need to sign purchase orders, leases, or other necessary contracts. The individual who signs any of these contracts lists the corporation’s name, but the corporation is not technically in existence and will not be liable until the corporation adopts the contract.Any contract entered into prior to the incorporation of a business entity is a possible liabil...

The issue of whether or not computer code is subject to copyright protection has finally reached the Supreme Court of the United States (SCOTUS).[1] Although the particular court case surrounding this controversial issue has only been making its way through the hierarchy of the courts for the past 10 years, the core issue that is up for debate has been in the making over the past 40 years.[2] Additionally, while the stakes for the parties who are involved in the lawsuit, namely Google LLC and Oracle America, Inc., are high and amount to billions of dollars in potential dama...

In 2002, the United States Congress passed the Sarbanes-Oxley Act (the “Act”) of 2002 to combat corporate and accounting fraud.[1] The Act was passed in response to a series of corporate bankruptcies and other scandals that occurred in previous years, the Enron scandal for example.[2] Under section 404 of the Act, the Securities Exchange Commission (“SEC”) had to adopt rules requiring that each annual report submitted by a company include an internal control report.[3] This internal control report should contain:(1) a statement of management's responsibility for establ...

Consequences and Avoidance StrategiesIn the age of the internet, successful marketing and advertising requires businesses to be able to immediately capture the attention of potential customers. Often, this can be accomplished by using a familiar face or voice in advertising material. Whether it is a celebrity talking about their favorite hamburger or an NBA player’s picture on a box of cereal, such endorsements tend to play a role in the marketing success of a product or service. However, when a person’s identity is used without their permission, what may have seemed like a...

In the digital age, the culture surrounding how a business is “reviewed” by a customer or patron has become one of the most determining factors of a businesses’ success. The growing popularity of websites such as Yelp, Google, Bing, and other services which allow people to rate and review businesses has in turn resulted in a surge in the importance and impact that these reviews can have. With reviews now becoming the driving force behind influencing where consumers choose to take their business to, it is more essential than ever to understand what options a business has aft...

McConville v. United States involved a petition for review of an order of the Securities and Exchange Commission (“SEC”) finding violations of several sections of the Securities Exchange Act of 1934 by the chief financial officer of Akorn Incorporated.[1] Akorn Incorporated manufactured and sold diagnostic and therapeutic pharmaceuticals to wholesalers and end-use consumers.[2] Akorn would process and keep track of its orders using various rates, corporate credits, and payment schedules (e.g. current, thirty to sixty days past due, etc.).[3] Akorn used a system that involve...

Recently, the Office of Compliance Inspections and Examinations (“OCIE”) issued a Risk Alert listing the deficiencies and weaknesses found most often by the agency while examining registered investment companies (“funds”).[1] The Risk Alert also includes observations that focus on money market funds and target date funds.[2] According to the Risk Alert, the most common deficiencies and weaknesses are those related to the fund compliance rule, disclosure to investors, the board approval process involving advisory contracts, and the fund code of ethics rule.[3]The Fund Compli...

Hutchinson v. Deutsche Bank Securities, Inc. involved the issue of whether the defendant made false statements and omissions in its registration statement.[1] The defendant, CBRE Realty Finance, Inc. (“CBRE”), was a commercial real estate specialty finance company focused on originating, acquiring, investing, financing, and managing commercial real estate-related loans and securities.[2] The plaintiffs in the case were Philip Hutchinson, Sheet Metal Workers Local No. 33, and others (collectively “Plaintiffs”) who purchased shares of the defendant company.[3] In September 20...

In the United States copyrights are federally protected under the Copyright Act of 1976 [1]. Unaddressed under the Copyright Act of 1976,  exponential advances in technology in the nineties led to the proverbial “opening of the floodgates” for a deluge of a variety of infringing activity. To address these activities and to expand upon the rights of copyright owners in the modern age, the Digital Millennium Copyright Act [2] (DMCA) was passed in 1998.In light of the liability several provisions of the DMCA imparted upon certain parties, such as online service providers, Cong...

On February 21, 2018, the Supreme Court in Digital Realty Trust, Inc. v. Somers[1] narrowly construed the definition of “whistleblower” in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act” or “Act”) and thus limited who qualifies for the anti-retaliation protections afforded by the Act. The Court narrowly interpreted the Dodd-Frank Act, holding that a whistleblower is entitled to the anti-retaliation protections of the Act only if the employee reports alleged securities law violations directly to the Security Exchange Commission (SEC) w...

Businesses with global operations often pursue and maintain relationships by relying on their globally mobile employees to initiate and sustain relationships with their foreign customer bases. These practices may have developed over a number of years in line with the growth of the business and frequently without any consideration being given to the potential tax consequences of such assignments. Where such employees are regularly conducting business in other jurisdictions, there is a risk of the business creating a permanent establishment and therefore becoming liable for l...

Whether it’s a company buying out its competition or a corporate tech giant purchasing a business so as to integrate its assets with another company’s assets, the sale and acquisition of tech companies is a massive part of the technology industry with billions of dollars on the line.[1] While many of the major acquisitions that are successful become newsworthy, such transactions aren’t always as easy and straightforward as they may seem. Particularly, when a seller of a company has made material misrepresentations to the purchaser.The Second Edition of the Restatement of Co...

Like most jurisdictions, the unlicensed practice of law (“UPL”) is prohibited in Florida.[1] Therefore, distinguishing lawful services from those which are unlawful is crucial.  The unauthorized practice of law is the practice of law by a person who is not a lawyer licensed to do so.[2] Specifically, it is the performance of acts or duties that are restricted to the members of the legal profession.[3]  Every state has its own interpretation of what constitutes UPL.[4] In Florida, a person who is not licensed or otherwise authorized to practice law in the state, and practice...

A Guide to Knowing How and When to Protect the Copyrights in SoftwareWith competition and digital piracy on the rise, it is now more essential than ever to ensure that you have correctly protected your software’s intellectual property rights. Certain components of a software program may be protected under different bodies of intellectual property law, such as: trademarks, trade secrets, patents and copyrights. However recently, the world’s attention has turned to the copyrightability of computer programs.In Oracle America, Inc. v. Google Inc., Oracle sought $9 billion in da...

WH Smith, PLC v Benages & Associates involved an action to pierce the corporate veil of an entity arising out of the breach of an agreement.[1] On March 30, 2001, Benages & Associates (“Benages”) and WH Smith, Inc. (“ Smith Georgia”) entered into an agreement for Consultancy Services (“Agreement”), in which Benages agreed to assist WH Smith in obtaining a five-year lease for retail concessions at the Miami International Airport (“MIA”).[2] The Agreement provided that it could be terminated by giving ninety days’ written notice.[3] However, the terms provided that on...

Knowing when your company’s brand may be at risk could help you save the identity of your business.It happens as often as you may expect. One day, you’ve managed to come up with the perfect name for your company, product or services, the next day you receive a cease and desist letter from someone claiming to own the rights to your brand name. When something like this happens, how do you know if they do own the rights to the name? Can someone actually force you to change your company’s name that you’ve already invested money and time into?While every case is unique and there...