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Tampa Business & Commercial Law Blog

Providing services during mergers and acquisitions

Florida businesses that are financially distressed or currently considering mergers or acquisitions may benefit from consulting with our firm. Mergers and acquisitions are often cumbersome and may pose unnecessary risk to all parties involved when they are managed improperly. Our lawyers can help ensure that safeguarding the business's interests remains a top priority in all transactions. Legal counsel may work to develop solutions and strategies that maximize the benefits we might provide for your business, and we have experience assisting businesses in all phases of mergers and acquisitions.

Our firm has represented buyers and sellers participating in many different types of transactions. Our proficiency in insolvency, corporate bankruptcy, business law and various business operations enables us to provide legal assistance in a varying array of complex situations. We cater our legal advice to coincide with your organizational priorities or limitations. Aside from bankruptcy, we can also provide guidance to businesses in completing initiatives for corporate restructuring.

How does Chapter 11 work?

A business dealing with financial difficulties that may affect the ability to pay creditors and continue operation might seek relief through Chapter 11 bankruptcy. This may provide the opportunity to regain a stable financial footing. Chapter 11 is most commonly used for the reorganization of a business although certain individuals qualify as well. In the case of a business, this form of bankruptcy may be used by corporations, partnerships and limited liability companies.

As in other types of bankruptcy, Chapter 11 is initiated with a petition that is filed with the bankruptcy court. This type of debt reorganization can begin voluntarily, but it can also be initiated under certain conditions by creditors. At the same time the petition is filed, a debtor is expected to provide schedules of income and expenditures, schedules of liabilities and assets, and information about contracts and leases that are still active. As well, a statement must be provided that details current financial affairs for the organization. Filing fees and other administrative costs are assessed and must be paid at the time the bankruptcy petition is filed.

Understanding the eBay-PayPal split

Some investors in Florida could be affected by the recent eBay-PayPal split and indications of a potential mobile payment merger in the future. EBay recently announced plans to divest PayPal during the second half of 2015. Leading investors claim PayPal could benefit from acquiring smaller rivals or merging with a larger mobile payment enterprise. An independent PayPal is expected to be more enticing to larger competitors, like Amazon.com. Being independent may also allow PayPal to better compete with newer mobile payment services like Apple Pay.

PayPal currently handles almost 17 percent of the money spent online. The mobile payment service collects fees from more than 150 million users and processes payments for goods and services in over 200 different markets. PayPal reported revenue of $1.95 billion during the second quarter of 2014, realizing a growth rate of 20 percent. PayPal accounted for almost 50 percent of eBay's total revenue, and is expected to process 1 billion mobile payments by the end of 2014.

Florida financial services firm continues to grow

Florida-based Ladenburg Thalmann Financial Services announced in September that it had agreed to purchase Securities Services Network. Once the deal is finalized, the Tennessee broker-dealer company will become Ladenburg Thalmann's third recent acquisition. The company acquired similar businesses based in Alabama and Washington in August.

According to reports, Ladenburg Thalmann will pay for SSN with a combination of $25 million in cash and $20 million in four-year notes. The figures are in line with the company's previous acquisitions of $42 million and $24 million. The move is expected to bolster Ladenburg Thalmann's annual revenue by approximately $115 million while adding $13 billion in client assets and 450 independent financial advisers to the books. The deal is expected to be concluded by early 2015, and the current chief executive officer of SSN is expected to remain with the company.

Microsoft acquires Minecraft gaming company for $2.5 billion

Florida families may be familiar with the indie game Minecraft, produced by Mojang, a Swedish company. However, they may be surprised at the price tag associated with a recent acquisition of both Mojang and its games. Microsoft has spent $2.5 billion to acquire the popular kids' video game. Minecraft has sold in excess of 54 million units for a variety of platforms.

The new CEO of Microsoft indicates that the Minecraft franchise has a vibrant community and offers a wealth of opportunities in an area that can span numerous devices and involve billions of hours of activity time on an annual basis. Other Microsoft officials indicate that there is a commitment to maintain the community features available to those who play Minecraft. The founders of Majong will be exiting the organization upon completion of the acquisition.

Chapter 11 bankruptcy may help a company restructure its debt

Florida businesses sometimes experience financial difficulties that might benefit from a type of bankruptcy known as reorganization bankruptcy. It allows a company to reorder their debt agreements with creditors. Restructuring allows a company to become less burdened by debt and remain in operation during the process.

A corporation or its creditors begin Chapter 11 bankruptcy by filing a petition in the U.S. Bankruptcy Court. It may be a voluntary filing by the debt holder or an involuntary one filed by the company's creditors. The debtor supplies the court with a list of all assets it owns and all liabilities it holds as well as contracts and leases. The debtor must also show income 60 days before filing, what net income the debtor expects monthly and whether that income is expected to change. The debtor must prove to the court credit counseling was undertaken.

Business bankruptcies have a lot of moving parts

Florida residents who are entering bankruptcy may not realize how many parts can be involved in the process. For individuals, time must be spent gathering details of debts and assets; often, additional information is requested by the court even after research is completed. For businesses considering Chapter 11 bankruptcy, things can become more complex.

Business bankruptcies often involve things such as business valuation and a review of accounts. Court decisions may be based on a variety of factors, including collateral, state of assets and debits and the plan for the business moving forward. Understanding the legal details of the business bankruptcy process is essential for navigating complex arrangements and increasing the chance of a successful hearing outcome.

Positive hearing for SiriusXM in business litigation case

Florida businesses and residents who are involved in creative endeavors know that things such as copyright and royalty laws play an important part in the industry. From small brands working to protect their products and images to large companies duking it out over the rights to others music, business litigation in the entertainment and creative worlds has always carried the potential for great value or great loss.

Currently, satellite radio company SiriusXM is involved in a legal battle with entities including Universal, Sony and Warner. According to reports, SiriusXM broadcasts music that originated before 1972 without paying royalties, which caused several of the major record labels to file a lawsuit against the company.

Merger between 2 Florida banks likely to impact local market

Two banks in Florida are merging to create First Florida Credit Union. The merger, which is between First Florida Credit Union and State Employees Credit Union, will create the third largest bank in the banks' home area. According to reports, the merged institution will serve 61,000 members throughout the state and hold approximately $725 million in assets.

The banks both have a presence throughout the state, and it's expected that the merger will impact the overall Florida banking market. Specifically, the merger may make the market more competitive, as it positions the new bank for growth.

Chapter 11 versus other bankruptcy types

Bankruptcy is a daunting consideration for any person or business, and understanding the types of bankruptcy that apply to a given situation is one of the first steps in moving forward with financial recovery or reorganization. For Florida businesses, Chapter 11 is one of the most pertinent forms of bankruptcy, but for individuals who own a business but also have personal finances at stake, Chapter 7 or 13 may also be relevant.

According to the United States Bankruptcy Court Middle District of Florida, Chapter 11 bankruptcy is for entities that don't qualify for Chapter 13 filing. In most cases, that includes partnership businesses and corporations but can also include some individuals.

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