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Fort Lauderdale Business and Commercial Law Blog

Defending against a hostile acquisition

According to the Corporate Finance Institute, a hostile acquisition, which is more commonly known as a hostile takeover, is the acquisition of one company—the target company—by another by going through the company's shareholders. The acquirer is able to acquire the target company by proxy vote or a tender offer. The difference between a hostile takeover and a friendly acquisition is that the target company's board of directors does not approve of the transaction. If the initiation of a hostile takeover is imminent, the target Florida business has a few defense options. 

Investment Bank shares a few viable defenses against a hostile acquisition. The first is the poison pill defense. This defense involves the target company diluting its stock shares to ensure the hostile bidder cannot acquire a domineering share without first paying an exorbitant price. This defense prevented Netflix from succumbing to a hostile acquisition attempt in 2012.

Lawsuits over allegations of racial discrimination

When allegations of discrimination arise, the claims can have a ripple effect across an entire company. Other employees may decide to step forward and accuse their employer or a manager of wrongdoing, and the charges can be very damaging for businesses of all sizes. Sometimes, these allegations are the result of a problem that is widespread throughout a firm. In other instances, allegations of discrimination are completely baseless, such as a worker who is disgruntled for another reason. Racial discrimination is an especially common issue that can be very difficult from an employee's perspective and a business owner's perspective as well.

Racial discrimination takes on different forms, whether it occurs on the job or prior to the hiring of an employee. For example, someone may say that they were discriminated against while they were applying for a position. Or, a current employee may claim that they were demoted or denied an opportunity solely because of their racial background. If you are a business owner, it is important to prevent racial discrimination and other forms of discrimination from taking place within your company. Moreover, if false allegations have arisen, it is pivotal to protect your company and go over the incidents thoroughly.

What is a misclassified worker and can it affect your business?

As you know, there are many rules and laws regarding owning a business in Florida, especially when it comes to having employees. Depending on the nature of your business, you may have decided to classify some of your workers as independent contractors. It’s important to understand what exactly an independent contractor is, and whether the ones working for you are misclassified.

An independent contractor is someone who does work for you but is not technically considered an employee of your company. If you own a beauty salon, your hairstylists may be independent contractors who rent space at your salon but are responsible for their own supplies and set their own hours. On the other hand, the receptionist who answers the phones would not be considered an independent contractor, nor would a hairstylist who receives an hourly salary and for whom you supply equipment.

What is a commercial lease?

As a new Florida business owner, you obviously need a location from which to operate your business. This, in turn, means that you will soon find yourself deep into commercial lease negotiations. If you have never before had to deal with a commercial lease, you should know ahead of time that it presents you with many more negotiation opportunities than the residential leases with which you likely are much more familiar.

FindLaw explains that a commercial lease can, and should, be tailored to your business needs and those of your potential landlord. Commercial leases differ from residential leases in other ways as well, including the following:

  • They contain fewer legal protections for either party since the law presumes that business people have greater lease knowledge than residential renters
  • They contain numerous terms, most of which are negotiable.
  • Their lease length normally lasts for a period of years instead of the single year term of most residential leases.

Factors surrounding employer retaliation

Although an employee may be fired for any reason, employees have rights when it comes to being disciplined for retaliatory reasons. Florida business owners should be aware of the laws surrounding discriminatory retaliation, or they may be subject to an employment lawsuit.

According to the U.S. Equal Employment Opportunity Commission, employer retaliation is the most common type of discrimination alleged in the federal sector. Federal law protects employees from being punished after they report or discuss an instance of workplace discrimination or harassment or are a witness in a discrimination or harassment case.

Florida law addresses businesses that boycott Israel

Consumers boycott businesses for many reasons, most of which are based on moral or political reasons. It is also possible for businesses to boycott other businesses or industries for the same reasons. However, in some cases, boycotting may qualify as bigotry or discrimination, especially when the boycott affects a specific race, practice or group of people in a discriminatory way. A relatively new Florida law is one of the first in the country to address businesses’ discriminatory boycotting of Israel.

The Florida Legislature explains that in efforts to reduce bigotry and anti-Semitism, the state of Florida will not invest in or do business with companies that boycott Israel. Additionally, the state puts such companies on a watch list and warns them that these sanctions will be in place until the companies end their discriminatory boycotting practices.

How do merges and acquisitions differ?

Floridian business owners like you may come to a point in which your business may join together with another. But is this joint venture a merger, or is it an acquisition? What are the differences between the two?

Wall Street Mojo takes a look at seven differences between business mergers and acquisitions, which only share base similarities. The primary difference is that merging is a situation in which two businesses become one. They share goals, responsibilities, and adapt to each other in order to move forward with a new goal or vision. In an acquisition, two companies are still coming together. However, one is essentially "consuming" or "acquiring" the other. The company that does the acquiring will impose its own staff, rules, regulations, goals, and so on onto the company that is being absorbed.

Aspects to consider before the acquisition

Many business people in Florida may decide to acquire another company to help boost their own business. This decision usually should not be made lightly and it is important for people to consider a few key factors as they evaluate their options.

There are many reasons people may want to acquire a company. Chron.com says that some business owners may want to incorporate the skills and experience of another company into their own business. They may also want to add the second company's revenue and market presence to their own profits and footprint. However, it is important for business owners to make sure they choose the right company to acquire.

What are the first steps of starting a business?

As a prospective business owner in Florida, there are a lot of things to do before you even get your foot in the door. At the Law Offices of Levi Williams, P.A., we're here to help guide you as you start working out your business plans, deciding where you need to go and what you need to do next.

Before you get started, you need to decide what type of business you will have. There are options like LLCs, LLPs, C-Corps and S-Corps. Each business entity suits a different purpose. You will need to research which one suits your needs and overall aim the closest.

When do you need corporate counsel?

Floridian business owners like you have a lot on your plate. You are making decisions constantly in order to keep your business progressing and prospering. The Law Offices of Levi Williams, P.A., can be here to act as support and explain when and where corporate counsel could potentially help you out.

In what may come as a surprise to some, corporate counsel is actually useful during all phases of a business. Naturally, it's most often needed if disputes or other inflammatory issues arise. That's usually what people think of when they consider legal options while running a business. But you can employ counsel during the start when you're first launching, all the way through to the end if you decide to sell it, merge, or otherwise.

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