Marlowe LawMarlowe Law2026-07-22T15:35:44Zhttps://www.marlowe.law/feed/atom/WordPress/wp-content/uploads/sites/1104050/2024/09/cropped-MarloweLaw-site-icon-32x32.pngOn Behalf of Marlowe Law<![CDATA[Preparing your business for a strategic acquisition in Florida]]>https://www.marlowe.law/?p=480652026-07-16T15:36:26Z2026-07-22T15:35:44ZCleaning the books
Reviewing and updating your corporate records helps you stay in line with the Florida Business Corporation Act (FBCA). It also lets you confirm that your organizational documents, resolutions and related agreements are correct and complete. Keeping records in good order can help lower legal risk and strengthen your position during future transactions.
Addressing existing liens
You can conduct a Uniform Commercial Code (UCC) search to see if there are any liens or encumbrances filed against your business. After verifying their validity, you can obtain the necessary satisfactions to clear your company’s records and assets. Doing so can help you maintain an accurate public record of your company’s financial status.
Reducing founder dependency
A buyer may value your business more if it can continue operating successfully without relying heavily on you as the founder. A strong management team helps assign clear roles and record important operating know-how. Having a solid succession plan lowers the risk of depending on one person and shows your company can grow and be handed over smoothly.
Reviewing key contract clauses
You may want to review your existing vendor, supplier and client contracts for provisions that could be triggered by a sale or ownership transfer. Identifying these issues early can help you avoid disruptions, preserve customer relationships and ensure the transaction can proceed smoothly.
Planning ahead for a smooth transition
Addressing these foundational elements well before listing your business for sale can significantly improve your chances of acquisition. A lawyer can guide you through each step of the process to keep the deal moving forward.
]]>On Behalf of Marlowe Law<![CDATA[Can you get a month-to-month commercial lease?]]>https://www.marlowe.law/?p=480622026-07-10T12:56:48Z2026-07-10T12:56:48ZIt is technically possible to get a month-to-month arrangement for a commercial lease. However, these are much more common with residential leases. A landlord may allow a tenant to rent an apartment on a month-to-month basis, even if the tenant ends up staying in the space for years, just because they want the flexibility that comes along with it.With commercial leases, a month-to-month arrangement is often a major financial risk for the property owner. They are not earning anything if there are frequent vacancies, and a month-to-month setup may allow commercial tenants to quickly exit the arrangement without warning. So, although you can find examples of month-to-month leases for commercial tenants, they are certainly not the norm.
How long is the standard commercial lease?
Many commercial leases run from five to 10 years. These are long-term arrangements. You can find commercial leases for just two or three years, although this is considered relatively short.Again, this is notably different from a residential lease. One or two years on a residential lease is fairly typical, but would be short for a commercial tenant.In general, then, most tenants should expect to sign a commercial lease that is going to run between three and five years, and provisions can sometimes be made for longer leases, such as 10 years, if there is a very stable business relationship between the two parties.
Setting up a commercial lease
The duration of a commercial lease is just one key detail to consider, along with clauses regarding when the lease can be broken early, who has to pay for maintenance and upkeep, which party will cover taxes and utilities, and much more. It is very important to know exactly how the lease applies to your situation, and it can be helpful to work with an experienced attorney.
]]>On Behalf of Marlowe Law<![CDATA[Missed deadlines can lead to financial harm]]>https://www.marlowe.law/?p=480602026-06-29T12:25:59Z2026-06-29T12:25:59ZOne potential reason for a contract breach is when a deadline is missed. This may feel like a relatively minor issue, especially if the contract is eventually fulfilled.
For example, a construction company that orders certain materials may expect them to be delivered on Monday, but they are not actually delivered until Friday. The owner of the construction company may claim that this is a clear breach of the contract, while the supplier will say that they upheld their obligation but were simply a few days late due to factors outside of their control.The important thing to remember is that even a minor issue like a missed deadline can still cause financial harm.
Delaying the project
In the context of a construction company, the issue is that the project will be delayed without the proper parts or materials. The owner of the construction company may still have to pay workers, despite the fact that they cannot physically do their jobs. They may have hired subcontractors and other professionals to take on the job, but the whole process grinds to a halt.Additionally, this delay could mean that the construction company misses out on other work. When one project runs behind schedule, it can start a chain reaction where they do not begin future projects on time. They may even lose agreements to take on projects they thought they could handle, costing them the jobs. This can be a devastating financial blow, especially to a company that is operating on thin margins.Any contract breach can be detrimental to a company’s financial position and its reputation. When that breach causes significant financial harm, the parties involved must be aware of their legal options.
]]>On Behalf of Marlowe Law<![CDATA[Can noncompete agreements help protect your IP?]]>https://www.marlowe.law/?p=480582026-06-17T17:40:02Z2026-06-17T17:40:02ZYes, a noncompete agreement is potentially a way for a business to protect its intellectual property. These agreements are often put in place to protect IP and trade secrets.In many cases, there are certain types of sensitive information that employees must learn in order to do their jobs properly, but the owner of the company wants to ensure that this information does not go to the competition when an employee moves on. A noncompete agreement may state that they cannot work for the direct competition in a certain area and for a specific amount of time, reducing concerns about the former employee taking trade secrets with them.Often, noncompete agreements will also state that employees cannot start a competing business. So an employee cannot take a job with the sole purpose of learning trade secrets and processes, only to quit and start another company that does the exact same thing.
Are there other options?
Yes. Although noncompete agreements can help with IP issues, other steps can be taken. If a business has the correct copyrights, patents and trademarks in place, even if an employee moves to the competition, they are prevented from using that intellectual property. Only the parent company is allowed to do so.For example, a soft drink manufacturer may have a patented recipe. Even if employees have to learn part of the recipe, the competition is still prohibited from infringing on that patent.This helps to demonstrate how multiple layers of IP protection may need to be used and why it is so important for business owners to understand exactly what legal steps to take.]]>On 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.]]>