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EPGD Law Blog

Tag: business and commercial law
EPGD Law Tax Law
Tax Law
Eric Gros-Dubois

Corporate Change of Control with the IRS

A change in control is a change in the ownership structure of a company. Such change of ownership typically involves another entity or individual acquiring more than 50% of the company’s shares. When such a change in corporate structure occurs, the company must file an “Information Return for Acquisition of Control or Substantial Change in Capital Structure” Form 8806 with the Internal Revenue Service.

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EPGD Law Transactional
Transactional
Oscar Gomez

What is an Impossibility Clause in a Contract in Florida?

The doctrine of impossibility applies in a situation where it is literally impossible for a party to a contract to perform their duties. The Florida court system generally has an interest in holding parties to the contract they sign and the duties assigned under that contract. Impossibility is a high standard, lack of performance cannot be excused by mere inconvenience, expense, or other non-impossible circumstances.

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EPGD Law Accredited Investors
Business Law
Eric Gros-Dubois

What are Accredited Investors and what is a Private Placement Memorandum?

The reason for such disclosures is to protect the company in the event things fall apart and the investors try to sue the company for securities fraud for example. Such disclosures will be used as the company’s defense. One of the best ways to provide such disclosures is through a document called a Private Placement Memorandum (aka PPM).

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hand holding money
Business Law
Eric Gros-Dubois

What is a Promissory note?

We’ve all heard the old story of two friends sitting at a bar and one agrees to loan the other money. They write out an agreement on a napkin for the loan and believe it or not, if the writing on the napkin includes the required terms, it can be a binding promissory note and enforceable in court.

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Business Law
Eric Gros-Dubois

What are the Liability Risks for Corporate Officers when Dissolving a FL Corporation?

If you are the director or a corporate officer of a corporation in the process of dissolution you might want to evaluate whether you will be personally held liable. If corporate formalities are not followed and the corporation proceeds with distributions to the shareholders before satisfying outstanding corporate debts, the directors might be held personally liable.

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Business Law
Eric Gros-Dubois

How Important is an Attorney’s fee Clause?

When writing a contract people usually think that putting in the basics about what they are agreeing to and some standard legal language will cover everything with the agreement. However, most people don’t like to think of the possibility that something may go wrong with their contract and may end up having to take that document to court to enforce either the completion of what was set forth within the contract or whatever remedy was set forth for breaching said contract.

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Employment Law
Eric Gros-Dubois

What is Corporate Social Responsibility?

Corporate Social Responsibility is a private business self-regulating model that helps a company to be accountable to itself, its stakeholders, and to the public. In essence, when a company adopts CSR policies and practices, its planning and decision-making reflect the potential impact of its corporate actions on various stakeholders and constituencies.

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