Corporate

Our services are available to business owners, entrepreneurs, and investors who wish to take full advantage of the opportunities before them. We provide comprehensive counsel and legal support to help our clients plan for growth, limit risks, and maximize profitability. Our firm has experience in advising participants in many transactions and industry sectors, including hospitality, real estate, retail, technology, and manufacturing, among others.

In any case we work, our lawyers take a multi-disciplinary approach anchored by our focus on meeting your business objectives. This means that while we craft customized solutions suited to your circumstances, we also place an emphasis on fully addressing your financial health, your tax concerns, and your future durability. This method has proven indispensable when assisting clients during mergers and acquisitions and corporate formations.

Securities- Our legal team has extensive knowledge and experience to provide the high-quality level of representation demanded by public companies and other market participants. We regularly advise clients on securities issues specific to public companies and assist with preparing and filing registration statements, proxy statements, annual, quarterly and current reports and other SEC filings as well as private placement memoranda and related private offering materials, including documentation under the Jobs Act, including crowdfunding.

Our firm is one of the few firms in Florida that have had an approved Regulation A+ filing.  Attorney Wallace is also a highly regarded speaker on crowdfunding and cryptocurrency.

Our approach is to thoroughly understand a company’s business and objectives so that we can better and more effectively advise them as well as to help ensure that any disclosure documents are accurate and complete. We take a multidisciplinary approach in advising clients to review securities matters while taking into account implications of other practice areas of our firm (intellectual property, tax, employment, employee benefits and executive compensation, technology, environmental and real estate). As a result, our practice is quite diverse, making us well-equipped to handle virtually any legal issue that our public company clients face.

We try not to simply assist our clients to draft offering and disclosure documents, but instead to help guide them to opportunities, investors and relationships; thus we are able to leverage our industry knowledge and contacts with underwriters, investment banks, hedge funds and PIPE funds to identify possible partners who can help our clients grow their businesses in an efficient manner.

Our significant experience in representing issuers, underwriters, investment banks and investors in public and private offerings allows us to better understand market expectations, the interests of the parties to these transactions, the business needs of our clients and the need for efficient execution and speed to market.

Compliance with, or meeting requirement for exemptions from, federal and state securities laws is not only the principal focus of public and private offerings of securities, but can also be an important element in many other business transactions, including mergers and acquisitions, tender offers and the formation of new ventures, including corporations, partnerships, limited liability companies and joint ventures.

Formation– The correct selection and successful formation of business and corporate entities are vital to establishing the foundation that a business needs in order to achieve durability and profitability in their future operations. The formation process encompasses the most essential questions of your endeavor, including tax implications, contractual relationships, and financial concerns. With an extensive knowledge of business law and more than a decade of experience handling complex, highly sophisticated commercial transactions and business ventures, Owner and Founding Attorney Steven Wallace has the skills and insight needed to help you attain your business objectives.

Our legal team of business attorneys are prepared to assist individuals, entrepreneurs, and existing businesses with the formation of various business and corporate entities. By gaining a solid understanding of your goals and concerns, our attorneys can work with you to chart the advantages of your various legal options. Whether you are interested in forming a limited liability company (LLC), S corporation, C corporation, joint venture, partnership, or off-shore entities, we can vet these options and tailor plans that fit your circumstances.

Benefits of Starting a Business in Florida- Florida is a business-friendly state that offers businesses and corporations numerous benefits. Apart from streamlined procedures and document filing, Florida’s economic environment —is an excellent place to begin and succeed in business. In addition, incorporated businesses in Florida, specifically S corporations and Limited Liability Companies, do not have to pay the average corporation tax of 5.5%, as they are not taxable entities. This means that they are not required to file state income tax returns after the first year. Other notable benefits include:

  • –       Florida does not impose a minimum capital requirement for incorporating a business
  • –       Directors and officers can be the same person
  • –       Low annual fees and few corporate reporting requirements

M&A– Mergers and acquisitions are an integral part of a company’s growth and development. In the corporate and financial environment, they are also ubiquitous. As the acquisition process is notoriously difficult, susceptible to many influences, and critical to future success, buying, selling, spinning off, or combining entities are corporate strategies that require a substantial amount of work and foresight. Should you or your business be interested in completing these actions in a swift, successful, and cost-effective manner, place your trust in a firm that has demonstrated a history of success guiding numerous clients through the merger, acquisition, and consolidation process.

Capable of drawing from deep pools of experience and resources, our firm is prepared to represent all types of participants during these endeavors, including buyers, sellers, shareholders, investors, and others. Having handled a diverse range of complex and sophisticated commercial transactions throughout his more than 10 years of practice in Florida, Owner and Founding Attorney Steven Wallace lends a level of dexterity to our practice that has allowed our firm to handle cases for privately and publicly held entities in a variety of sectors.  These corporate strategies can be defined as follows:

Acquisitions-Sometimes referred to as takeovers, acquisitions involve the purchase of one company or business by another business entity. Depending on the circumstances involved, acquisitions can be private or public, as well as “friendly” or “hostile.” The term acquisition is used to describe a purchase in which one company buys another and completely gains control as the new owner, although the target company still exists as an independent legal entity.

Mergers- A merger occurs when two business entities agree to establish a single, new company. Unlike like an acquisition, companies that execute mergers of equals will not remain separately owned and operated. In most cases, mergers of this type are rare. Typically, amicable acquisitions and purchase deals that meet the best interests of both parties are referred to as a merger.

Just as we do when assisting clients during any business transaction or venture, our business lawyers address these issues by focusing on comprehensive planning and tailored strategies. We are also equipped with the skills and experience to address matters relating to contractual relationships and commercial litigation and offer our services as a highly qualified and capable legal resource you can rely on to deliver the results you need.

IP– Just as a business seeks to protect financial or real property assets, a business needs to assure the protection of its intellectual property because it may prove to be the most valuable of assets. Our firm’s intellectual property practice encompasses trademarks, copyrights, unfair competition, false advertising, trade secrets, internet/software protection, licenses and agreements, and due diligence. Our firm also provides zealous representation in matters such as trademark infringement, trademark dilution, trade dress and copyright infringement, unfair competition, and false designation of product origin.

sflwaCorporate