General Counsel in Florida

Is Your Company Set Up Properly? 

An experienced business law attorney can advise you on how to property structure your company.  The type of entity you choose, whether a partnership, corporation or LLC, will dictate the specific legal documents required.  These may include partnership agreements, shareholders agreements, articles of organization, operating agreements for LLCs, corporate bylaws, and initial resolutions, among others.  Such documents clearly define the responsibilities, rights, and roles of the business’s stakeholders.  They also establish essential procedures and policies for how the business is run, including decision-making processes, governance standards, dispute resolution protocols, and more.  Carefully prepared agreements are key to avoiding disputes or limiting their impact on the business.  Just as important, businesses must consistently follow the internal rules they’ve put in place.  When issues or uncertainties arise, general counsel can offer sound legal advice to help navigate them effectively.

Are Your Business Contracts Protecting Your Interests? 

Contracts should always be in writing to avoid misunderstandings between the parties and ensure that the terms can be fully enforced.  The types of contracts that may be needed by a business vary based on the industry, size and other factors.  Examples of common agreements include:

Commercial Leases 

Leasing commercial space or equipment can represent a major financial commitment for businesses.  These lease agreements outline the terms for use of the property or equipment, including monthly rent, maintenance responsibilities, security deposits, lease duration, and other key provisions.  Because leases often extend over multiple years, securing favorable terms from the beginning is crucial.  Many tenants or lessees mistakenly believe that lease agreements are boilerplate and non-negotiable, but that’s often not the case.  With the right approach, it’s possible to negotiate terms that lower costs and provide greater flexibility in how you utilize the space or equipment.

Service/Vendor Agreements 

Service agreements are commonly used when one party—typically a vendor or service provider—agrees to perform specific services for another in exchange for payment.  These agreements generally consist of two main components: the statement of work and the terms and conditions.  The statement of work typically details the scope of services, payment terms, delivery timeline, and other key expectations.  Meanwhile, the terms and conditions cover additional legal protections and obligations, such as ownership of intellectual property, confidentiality clauses, non-solicitation provisions, indemnification terms, and the governing law.  These clauses are essential for protecting sensitive company information and managing how potential disputes are resolved.

Licensing Agreements 

A licensing agreement is a legally binding contract in which the rights holder (the “licensor”) grants another party (the “licensee”) permission to use certain intellectual property for specific purposes.  When it comes to licensing IP, it’s important to address critical terms such as the extent of the rights being granted, how payment will be structured, the parties’ representations and warranties, and indemnification clauses.  For Software as a Service (SaaS) agreements, additional factors come into play, including data privacy and security, service performance standards, IP ownership, and liability limitations.  Whether you are the licensor or licensee, having an attorney review the agreement is essential to ensure your rights are protected and your risks minimized.

Are You Up To Date On Employment Law Issues? 

Navigating employment laws can be challenging, which is why businesses should take a proactive approach to defining policies and procedures that govern the employer-employee relationship.  To ensure compliance and clarity, all employment-related documents should be drafted or reviewed by an attorney.

• Employee Handbook. The employee handbook serves as a comprehensive guide to a company’s internal policies, outlining acceptable and unacceptable conduct, workplace expectations, and the organization’s mission and values.  It helps set clear standards for employees while also informing them of their rights and responsibilities.
• Offer Letter and Employment Agreement. Offer letters and employment agreements formalize the terms of a new hire’s role, including job duties, salary, benefits, and other employment conditions.  These documents are essential for reducing the risk of misunderstandings and potential disputes down the line.
• Separation or Severance Agreement. Severance agreements generally offer departing employees a financial package or other benefits in exchange for a waiver of claims against the employer.  These agreements can help protect the company from future legal action while ensuring a smoother transition.
• Non-Compete and Non-Solicitation Agreements. A non-compete agreement restricts an employee from working with competitors or starting a competing business for a set period of time and within a defined area after leaving the company.  A non-solicitation agreement, on the other hand, prohibits former employees from contacting or doing business with the company’s clients, customers, or suppliers.

Do You Need To Raise Capital?

Securing funding is a key priority for many businesses, and the available financing options often vary based on the company’s stage of growth.  Each option comes with its own set of legal and financial complexities.  Legal counsel plays a critical role in helping companies navigate investor due diligence, as well as drafting and reviewing essential documents—such as the Term Sheet, Stock Purchase Agreement, Investor Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement, and Schedule of Exceptions.  An attorney can also ensure the fundraising process complies with applicable federal and state securities laws, helping protect the company from regulatory pitfalls.

Have You Protected Your Intellectual Property? 

Most companies have some sort of intellectual property, such as a trademark or copyright.  While both may be protected under the common law, best practice is to seek registration.  Federal trademark registration puts others on notice of the company’s mark so they do not use a similar one and allows the trademark owner to sue an infringer in federal court for damages.  Similarly, copyright registration also gives the owner the right to sue for infringement of the work and obtain statutory damages.  Experienced counsel can take appropriate steps to secure and protect your intellectual property rights and maximize its value for business.

How Can You Effectively Resolve Business Disputes? 

When conflicts arise in business, most people think of litigation as the solution.  However, there are alternative methods of dispute resolution that can be faster and more cost-effective.  In mediation, a neutral third party facilitates discussion and resolution between the parties but does not decide the case or serve as a judge.  In arbitration, a neutral party acts as a private judge and renders a decision in the matter.  However, whether the award is legally binding depends on the parties’ underlying agreement.  Where it is legally binding, the courts can enforce the arbitration award.

Conclusion

In conclusion, our Miami General Counsel services are designed to provide your business with the dedicated legal support it needs to thrive in a fast-paced and diverse environment.  Our experienced attorneys are committed to delivering comprehensive legal solutions, from contract drafting and regulatory compliance to risk management and strategic advice.  Trust us to be your reliable legal partner, safeguarding your interests and contributing to your business’s ongoing success.  Contact us today to learn how our general counsel services can benefit your company.

Romano Law can provide general counsel services in New York, California and Florida.

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