When an investment fails, investors will ask two hard questions: (1) Did you promise more than you should have? (2) Did you hide downside or misrepresent risk? If the answer to either is “yes,” you may face civil liability (e.g., under Securities Exchange Act of 1934 Section 10(b) / Rule 10b-5) or even criminal exposure. […]
Category: Business Law
An LLC’s operating agreement isn’t just paperwork, it’s the rulebook that keeps the business out of court. Yet most small and mid-size companies treat it as a template form to file away once the bank account opens. That’s a mistake. When financial disputes, tax issues, or fraud allegations arise, regulators, courts, and opposing lawyers go […]
When an investment collapses, the difference between an unfortunate business failure and a criminal fraud indictment often comes down to what was said before things went wrong. In the eyes of federal and state regulators, optimism without context looks like concealment. But when management openly warns investors about uncertainty and potential loss, that same conversation […]
“Corporate governance” isn’t just a boardroom buzzword. It’s the structure that proves a company took compliance seriously. When prosecutors review internal documents, they’re not only looking for wrongdoing, they’re judging the system. A company with active audit and compliance committees, detailed minutes, risk registers, and periodic reviews looks very different from one where financial decisions […]
If you are an executive, partner, or franchise owner in Florida, your biggest legal risk might not be a lawsuit. It might be a single paragraph buried deep in your contract: the morality clause. It is the quiet assassin of careers. It does not wait for a conviction, a verdict, or even a fair hearing. […]
An LLC exists to protect its members from personal liability. But that protection only works when the company operates according to its own rules. Courts and regulators evaluate intent and control who made decisions, what risks were disclosed, and whether the company respected its internal structure. A well-drafted Operating Agreement and complementary Management Agreement document […]
South Florida sits at the crossroads of global finance and world-class medicine and it’s also a focal point for federal health-care enforcement. If you run a clinic, DME company, lab, home health, hospice, behavioral health facility, or you’re a physician or executive in Miami-Dade, Broward, or Palm Beach, it’s essential to understand what actually sets an investigation […]
The U.S. Attorney’s Office for the Southern District of Florida (SDFL) publicly calls out its leadership role in COVID-relief cases and was tapped to co-lead one of DOJ’s three national COVID-19 Fraud Strike Force Teams, reflecting how much PPP/EIDL activity here drew federal scrutiny. In a single recent stretch, SDFL announced charges against 17 defendants […]
Starting a company is actually simpler than it seems. To start a company: choose your business type (such as an LLC, corporation, etc.); choose your formation state (which doesn’t have to be where your business is located); prepare and file formation documents (Articles of Incorporation or Formation); and appoint a registered agent. When you have […]
Cybercriminals are upping their game in an effort to obtain credit-card numbers, social-security numbers, PINs, and other personal information from millions of people throughout the world. At least once-a-week it seems that we hear about yet another large-scale theft of data from a retailer, a financial institution, or some other business. Cybercriminals target retail businesses, […]