Commercial Lawyer Melbourne, FL Relies On
The dedicated lawyers at Arcadier, Biggie & Wood, PLLC have a great deal of experience representing clients in the various aspects of commercial law, including:
- Negotiations and litigation to resolve business-critical disputes,
- restructuring strategies,
- bankruptcy-related concerns
- complex transactions
Experienced Legal Counsel in Your Community
We assist clients in all business law issues, acting either in the capacity of efficient general counsel or on matter-by-matter basis, providing clear guidance regarding a variety of matters, including, but not limited to:
- Transactional Issues: Which can commonly range from simple agreements to complex arrangements involving joint ventures, sales of businesses or others; and can require careful and individualized review, drafting, and negotiation of transactional documents from experienced lawyers. Transactions also often require continued support and updating to reflect the evolving relationship between the parties, this is where having an experienced and trusted Melbourne, FL commercial lawyer on your team can make all the difference
- Asset-based Lending: Or a business loan secured by collateral (assets). The asset-based loan, or line of credit, is secured by inventory, accounts receivable, equipment, and/or other balance-sheet assets. These agreements can often be complex and require the help of an experienced negotiator to facilitate the best out come for all parties.
- Contracts: …and all related issues, including noncompete agreements can also fall under the jurisdiction of a commercial lawyer in Melbourne, FL. Managing partnership contracts, employment contracts and other business related agreements are important to the long term functionality of a company and require the assistance of skilled commercial lawyer.
- Internal Disputes: Including partnership and shareholder disputes, as well as the selection and enforcement of remedies for any alleged breach of contract.
Hiring a Business and Commercial Lawyer
Each industry faces its own unique business and commercial law issues. An attorney with experience from Arcadier, Biggie & Wood, PLLC will be able to give you practical advice and help you find a solution to a variety of legal situations that also takes into consideration the business ethics and industry practices by which your company abides.
All too often, business owners and managers hire an attorney when it is too late for the attorney to protect the company from fall out that could have been avoided. Business owners often try to negotiate sales of goods on their own without known the legal requirements under their state’s version of the UCC. This kind of mistake can lead canceled contracts, lost profits, and even legal penalties if the other parties decide to sue. Instead of trying to navigate the scrupulous legal minefield alone, business owners should consult a commercial lawyer in Melbourne, FL early in their business building process to ensure that their legal rights are protected.
Commercial Lawyer Melbourne, FL Trusts Discusses Usurpation of a Corporate Opportunity
Fiduciary duty is the highest standard of care under United States law, describing the fidelity and obligation that an individual has to another individual or entity. The director and officers of a corporation have a fiduciary duty to that company. One of the obligations they have is the duty of loyalty. This means they put the interest of the shareholders before their own personal interest. When that duty of loyalty has been breached, it is legally referred to as usurpation of a corporate opportunity.
When a director or officer of a company uses their position to exploit a business opportunity for their own personal gain over the corporation benefitting from that opportunity. Anyone who believes that they have suffered financial damage caused by a corporate director or officer’s usurpation of a corporation should contact an experienced Melbourne FL commercial lawyer for assistance. In the meantime, the following is an overview of how to determine if a corporate opportunity violation has occurred.
What constitutes a corporate opportunity?
There are three different tests to assess whether or not a corporate opportunity violation has taken place. The first, the ‘interest or expectancy’ test, is a relatively narrow test. For a violation to occur under this test, a corporation must already be actively engaged in operations related to the opportunity in question.
However, many courts now use the line of business test. This test does not require there to be active business operations related to the specific opportunity in question. Instead, it considers all operations within the same line of business to be qualifying corporate opportunities.
Finally, a few courts use the fairness test. This is the most expansive test and it empowers the court to consider whether or not the actions of the director or officer were fair and equitable to the shareholders.
Who is eligible to bring a usurpation of a corporation claim?
Technically speaking, the party that is damaged by an officer’s usurpation of a corporation is the corporation itself. As such, the corporation can bring legal action against the officer or director who violated their duty of loyalty. However, in certain situations, individual shareholders or a group of shareholders may be able to bring a derivative lawsuit on behalf of the corporation. This becomes necessary when the board of the corporation declines to take legal action to protect the best interests of the shareholders.
What damages are available?
Shareholders who have been the victims of an officer or director’s usurpation of a corporation are entitled to seek compensation for the full extent of their financial damages. Ultimately, the damages available will always depend on the specific facts of the case.
Are there defenses to usurpation of a corporation?
An experienced commercial lawyer Melbourne, FL clients recommend has seen one or more of the following reasons as defenses against usurpation of a corporation:
- Source Rule: In this defense, the party who is accused may claim that the source of the business opportunity was attracted to the defendant and not to the corporation.
- Incapacity Defense: The defendant claims that the corporation was unable to pursue the opportunity.
- Implied Rejection: The defendant claims that the corporation was informed of the opportunity but failed to act.
Find Out How We Can Resolve Your Challenges
To speak with an experienced lawyer from Arcadier, Biggie & Wood, PLLC about resolving the challenges and supporting the success of your business please contact us today. A commercial lawyer Melbourne, FL businesses turn to is ready to help.