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What is corporate securities law

Corporate law is diverse and enabling because the ownership interests of investors are more difficult to reconcile. Many authors argue that securities law is a federal version of corporate law. However, one can point out a couple of differences between corporate law and securities law. Corporate and securities law can be distinguished based on

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What is corporate law

(5 days ago) Corporate law is a foundation of economic activity. Corporate law is generally a civil body of law with civil remedies; it is not, typically, a criminal body of law. When there is a dispute, the corporations’ officers, directors, or shareholders can go to the …

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Directors’ Liabilities and Responsibilities

(6 days ago) Similarly, Directors’ powers and the ability to delegate the power to others are subject to the provisions of the Articles of Incorporation limiting those powers, directors’ general duties as set out in the Florida Business Corporations Act Chapter 607, common law and shareholders resolutions.

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Regulatory compliance

(5 days ago) In the United States and around the world, regulatory compliance describes an organization’s or firm’s compliance with laws, rules and regulations relevant to that specific company. Today, virtually all businesses regardless of their size have a …

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Subscription Agreements

(7 days ago) Subscription Agreements. Subscription agreements are governed by the law of the U.S. state provided for in the agreement and any applicable rules and regulations arising under U.S. federal law. In Florida subscription agreements are enforceable and subject to applicable laws of the State of Florida regarding contract formation and interpretation.

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Four corners rule contract interpretation

(5 days ago) The four corners rule contract interpretation, also known as the parol evidence rule, stipulates that if two parties enter into a written agreement, they cannot use oral or implied agreements in court to contradict the terms of the written agreement.. In other words, the rule refers to the four corners of a document or contract. The four corners rule has its origin in the common law doctrine

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What rules guide the courts in

(7 days ago) You may wonder what rules guide the courts in interpreting contracts? In the United States, if two parties fail to determine what the specific terms of a contract mean, then they may seek to have the courts review the contract by filing a lawsuit. Here we discuss contract interpretation in the United States and the rules that guide the courts in interpreting contracts.

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Anna Perekotiy, ESQ

(8 days ago) Anna Perekotiy, ESQ., CPA, Of-counsel, Tax and Litigation. Litigation and tax attorney, Ms. Perekotiy based in Miami, Florida, has represented clients around the world in complex litigation matters involving business and employment matters and US tax law. Ms. Perekotiy has academic and professional background in both accounting and law. As an accountant and an attorney, she has been a trusted

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Are corporations subjects of international law

(Just Now) Are corporations subjects of international law? In this article we aim to answer the question of whether corporations are subjects of international law or not.. Historically, only states were subjects of international law, but the list of subjects now includes non-state actors, such as individuals, non-governmental organizations (NGOs), and multinational corporations (MNCs), according to some

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Difference between commercial law and corporate law

(5 days ago) Corporate law is a legal field that governs the formation of companies, shareholder rights, mergers, and acquisitions, while commercial law is a legal field that deals with the sale and distribution of goods. In order to be able to better differentiate commercial law and corporate law we discuss each of them separately.

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Miami Florida Corporate Lawyers

(5 days ago) Corporate Governance Documents. In Florida, depending on the legal structure, businesses must execute a variety of corporate governance documents in order to ensure that the business is adequately protected and in compliance with the law.

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Is breach of contract a tort

(2 days ago) In contract law, the duty that is breached is a duty established by the parties in their agreement. In conclusion, breach of contract is not a tort. Both tort law and contract law are branches of civil law that cover many different types of injuries and violations. For this reason, both areas of law can be very complicated.

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Difference between share subscription

(8 days ago) Both the share subscription agreement and the shareholders’ agreement are signed at the end of the due diligence process when forming a company. Although they are two different documents, sometimes they are merged into a single document, called investment agreement.However, it is recommended to keep them separately for clarity reasons.

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What do mergers & acquisitions lawyers do

(3 days ago) Typically, medium-sized law firms participate in M&A deals among large private companies, and small law firms focus on mergers and acquisitions of small private companies, which are often franchises. However, the M&A deals between private companies while are not be as complex as with public companies, can also be challenging and multifaceted.

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Engagement Letter Trademark

(1 days ago) 1. THE PARTIES / EFFECTIVE DATE. This Agreement is made between Malescu Law, PA (“Attorney”) and You (“Client”) and is effective as of the date of signing by Client. 2. LEGAL SERVICES PROVIDED, RESPONSIBILITIES OF ATTORNEY AND CLIENT. The Legal Services to be provided by Attorney to Client are the completion of a federal trademark search, preparation and […]

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What is a put option in a shareholders

(2 days ago) The article discusses what is a put option in a shareholders’ agreement and how to draft this vital part of the shareholders’ agreement. “Put options” just like “call options” are frequently used in shareholders’ agreements throughout the United States. As you know by reading our other articles, a shareholders’ agreement specifies the rights and obligations of shareholders and

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Legal issues in international business

(5 days ago) • Choice of law. In the case of private parties to an international business transaction, the emerging issues are generally governed by conflict of laws principle where the law of the place of domicile determines the jurisdiction. If the contract specifies which country and court has jurisdictions in case of disputes, then a court would

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Difference between liquidation and

(Just Now) According to bankruptcy law, in the United States, in the event of liquidation, if there are sufficient assets to satisfy liabilities, the creditors of the company are paid first. After the creditors are paid, and if there are any excess proceeds from the liquidation, then …

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What happens if you violate a non

(5 days ago) Furthermore, if you violate a valid and enforceable non-compete agreement, the employer who is a party to the non-compete agreement can file a lawsuit against your new employer under state law for tortious interference with contract or business relations.

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Importance of tort law in business

(8 days ago) The importance of tort law in business in the United States is to have a way to defend against economic loss that is caused by the unlawful actions of other individuals or businesses against your business.In business, there are several forms of torts that can affect a company. When a civil wrongdoing has been inflicted on a person or business, it is called a tort.

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Non-Compete Agreements

(6 days ago) In Florida, the non-compete agreements are subject to Florida law and their enforceability is highly reliant on the individual circumstances of the parties to the agreement. A court might refuse to enforce the non-compete agreements for various reasons. Hiring a qualified, experienced attorney can help assist the individual or small business in

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What is lifting of corporate veil in company law

(2 days ago) The most common way of lifting the corporate veil in company law one can come across involves close corporations. Every corporation must follow the laws of the state of incorporation. The states have adopted different regulations. For this reason, for example,

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Corporate governance law

(8 days ago) The article analyzes the concept of corporate governance law in the United States.. Corporate governance is the system of rules, practices, and processes by which a firm is directed, controlled and operated.Corporate governance is a collection of mechanisms by which corporations are controlled and operated. The corporate governance structure specifies the distribution of rights and

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Can lawyers sign non-compete agreements

(3 days ago) Lawyers can sign non-compete agreements with private law firms and as in-house counsel for other companies, but these agreements are in general not enforceable to restrict a lawyer’s right to practice after leaving the employer. In the context of lawyers seeking employment with private law firms, the American Bar Association Model Rule of

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What is corporate finance law

(3 days ago) Corporate finance law refers to the sources of funding and capital structures used by corporations to increase the business value, raise operating capital and improve financial results of shareholders. Capital structure is more than simply the firm’s selection of its debt to-equity ratio. Generally speaking, it is the decision of how to raise

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Founding Partner

(9 days ago) Anda Malescu, ESQ, Managing Partner. Anda Malescu is a member of the Florida Bar, licensed to practice law in the State of Florida and to represent clients in U.S. federal courts.Ms. Malescu advises US and international clients, investors and entrepreneurs on matters related to corporate structures, international business transactions and ventures, business formation and dissolution, company

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Can I sue for breach of contract and

(1 days ago) In negligence and under tort law in general, the injured party may recover punitive damages. Punitive damages is a monetary amount intended to punish the wrongdoer for his or her acts. However, contract law does not allow for punitive damages and as a result the injured party cannot recover punitive damages in a breach of contract claim.

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Integration issues in mergers and

(Just Now) Corporate combinations in the United States often present several integration issues in mergers and acquisitions transactions. As discussed in our various articles, corporate law in the United States provides couple of methods for combining two or more business entities under one management through mergers and acquisitions.

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Shareholder Agreements

(6 days ago) Generally, shareholder agreements are governed by the law of the U.S. state provided for in the agreement and any applicable rules and regulations arising under U.S. federal law. For example, if a shareholder agreement specifies that Florida law governs the agreement, the document is subject to the applicable rules and regulations in the State of Florida regarding contract formation and

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Difference between confidentiality

(4 days ago) Among the business owners and the employees in the United States there is often confusion between confidentiality agreements and non-compete agreements and the difference between confidentiality agreement and non-compete agreement. Even though these two legal instruments are both essential for a business, they have different scopes and mechanism.

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Examples of business torts

(Just Now) Here, we lay out various examples of business torts in the United States.In the U.S. torts law is a wide area of law that covers a large range of misconduct, including personal injuries, negligence and malpractice. Torts law also shares some overlap with other law areas such as business law and contracts law. Business torts usually involve “injury” to another’s business practice, while

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Miami Florida Business Corporate Lawyers

(4 days ago) As corporate lawyers we incorporate other aspects of law, including general corporation law, contract law, tax law, accounting, federal laws, corporate securities law, bankruptcy, intellectual property rights, licensing, zoning laws, and other regulations relating to a specific area of business, in order to provide the best legal advice to our

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Business Formation – Malescu Law, PA – Miami FL Business

(6 days ago) In addition, Florida law provides for the existence of an Operating Agreement. The Operating Agreement is recommended in order to prevent disputes about profits, distributions and direction of the firm. In Florida, business owners interested to start a corporation must comply with state law formalities and fees.

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Business torts and intellectual property

(4 days ago) Business torts claims involving loss of intellectual property include copyright violations, misappropriation of trade secrets, patent infringement, trademark infringement, unfair, competition, interference with contract and business relations and others. In the case of business torts and intellectual property, companies should assert business

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What is the difference between

(6 days ago) The area of joint ventures, and specifically the incorporated and unincorporated joint venture, is regulated by state law. In practice and for the purpose of the article, we discuss incorporated and unincorporated joint venture only as it pertains to the laws of the State of Florida.

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Employment Visas

(Just Now) With our employment immigration practice we incorporate other aspects of law, including general corporation law, contract law, accounting, intellectual property rights, licensing, zoning laws, and other regulations relating to a specific area of business, in order to provide the best legal advice to our clients.

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E-2 Visa Lawyer Investor Visa Miami Florida

(2 days ago) Finally because the E-2 Visa exists at the intersection between business corporate and immigration law, an E-2 Visa Lawyer must be able to understand complex business and immigration concepts and our E-2 Visa Lawyers have the required background and experience in business and finance to provide competent legal advice in the area of E-2 Visas

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The difference between dissolution and

(Just Now) In the United States, there is a fine line between the concept of dissolution and liquidation of a business. While dissolution and liquidation are related steps in closing a company, they describe different actions. The dissolution of a company is governed by the business and corporate laws of each state and the company’s organizational documents such as articles of incorporation, operating

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Advantages of licensing international

(3 days ago) Licensing international business transactions gives a licensee certain rights or resources to manufacture or market a certain product in a certain country, often called the host country.Licensing represents a business arrangement in which one company gives another company or individual the permission to manufacture its product for a specific fee. This arrangement can include allowing the

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Anti-dilution clause in shareholder

(9 days ago) When starting a company in the United States, some partners may request the introduction of an anti-dilution clause in the shareholders’ agreement.This clause may sometimes be disadvantageous to existing shareholders when raising capital. For this reason, it is important to understand the mechanism of the anti-dilution clause in the shareholders’ agreement.

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What happens if there is no shareholders

(4 days ago) The article analyzes what happens if there is no shareholders agreement drafted when starting a company.Shareholders invest money and time into a company in return for shares. The shares have different rights and obligations attached to them, such as voting rights or dividend rights.

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Difference between consortium and joint

(Just Now) Generally, the assets are held by the consortium member or as specified in the Consortium Agreement. In the United States and across Europe, there are differences between consortium and joint ventures.In the United States, consortiums are often used in the non-profit sector, especially among educational institutions, and include for example the Five College Consortium in …

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Mergers and Acquisitions

(6 days ago) At Malescu Law, along with our corporate law services, we can assist our clients with various post-merger or acquisition activities. These can include, but are not limited to, negotiating contracts to retain key-employees, renewal/changes to contracts with customers and suppliers, winding down corporate entities as part of the integration

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