]]> The ruling last month is another development in this case, but not the latest. Ritz-Carlton Hotel, Co. has filed a counterclaim against the owner for breach of contract. For the last two years, the owner of the Ritz-Carlton Palm Beach and Ritz-Carlton Hotel Co., have been in a fight over the management fees associated with the hotel. The owner says the hotel company has been taking his profits through kickbacks and fees. The owners wanted to terminate the management agreement, but the hotel company refused to allow the owner to do so.
The contract the owner had with Marriott International, Inc., which is actually who owns hotel brand, allows for the termination of the contract, but only if certain criteria are met. The owner says those criteria were met; the hotel company says the criteria were not met. The judge hearing the case agreed with the owner. Now the hotel company is suing the hotel owner in a multi-million dollar counterclaim.
The owner says he will attempt to keep as many current employees on at the hotel as he can. The loss of the name and the booking system that Marriott uses means there will be fewer people outside of the U.S. booking rooms in Palm Beach. The hotel did, however, just go through a $120 million renovation in 2007, which should help draw guests, if only through word of mouth.
If your company cannot reach a satisfactory resolution in a contract dispute, contact an experienced attorney in business litigation. You need to ensure your rights and interests are protected.
Source: myplambeachpost.com, "Ritz-Carlton Palm Beach to be renamed in owner takeover next month" Emily Roach, Jun. 11, 2013
]]>The two companies are both referring to the deal as a merger, but the parent company will be RMC, according to the company's president. Both companies are very well-known real-estate companies. RMC has developed about 120 Walgreens and many Publix shopping centers. Many of the Wawa convenience stores under development in the Tampa Bay region are the work of RMC. Ross Realty deals mostly in commercial office space leasing and commercial property sales.
]]> RMC's staff of 30 will increase to 45 with the merger, according to a news release about the merger. The brokerage sales team of the combined company will be based in Clearwater, while the property management part of the company will be based in Tampa.Mergers such as these require a lot of planning and preparation. Both companies would have had attorneys working hard to ensure their interests were protected during the merger. Business debts on both sides would have been carefully scrutinized to see exactly what each company would be assuming a responsibility for once the merger was complete.
If your company is considering a merger, sale or acquisition, ensure your company's interests are protected by retaining an experienced Florida business attorney. You will be able to ask his advice on various points of the business deal, so you can make an informed decision before signing any contracts.
Source: tbo.com, "Ross Realty, RMC Property Group merge" Michael Sasso, Jun. 05, 2013
]]>For the first time, TECO will have customers outside of Florida and if the deal goes through, the utility company will have 1.5 million customers. That's an increase of 50 percent or about 500,000 customers. TECO is the third largest utility company in Florida owned by investors and operates Tampa Electric. In total, TECO has about 4,000 employees in Florida.
]]> New Mexico Gas Co. provides service to around 60 percent of New Mexico's population. It is owned by a private holding company out of New York - Continental Energy Systems LLC. Part of the $950 million price for the company includes TECO assuming $200 million in debt. Morningstar Inc.'s utilities research director believes the deal will allow TECO an opportunity for growth, but believes the price is a bit high. Investors might have shared that view, as TECO's stock fell with the news. It was down more than 50 cents a share to $17.75.The chief executive officer and president of TECO said the acquisition will provide more opportunities for growth for the company, especially in the Sun Belt location.
The state of Florida doesn't regulate mergers of utility companies, so there will not be any approval needed from Florida's Public Service Commission. It is not known what approvals may be needed in New Mexico. The deal is expected to close in the first quarter of next year.
Mergers and acquisitions such as this one require experienced attorneys. You must make sure your business is protected throughout each step of the merger and your attorney will be able to advise and guide you to ensure the best outcome for your company.
Source: tampabay.com, "TECO Energy acquires New Mexico natural gas company" Ivan Penn, May. 28, 2013
]]>Lazydays is the largest RV center of its kind, sitting on 126 acres next to Interstate 4. The company has almost 500 employees, 300 campsites, 221 service bays and revenue of $315 million. The property Lazydays is located on is owned by I-4 Land Holding.
]]> In July 2011, Lazydays decided it wanted to buy the 126 acres on which the business sites. There was an option to do so, according to Lazydays, but I-4, as the landlord of the property, said there was not.On May 10, 2013, a Hillsborough County circuit court judge ruled there was an option for Lazydays to purchase the property. As a result, the breach of contract allegations were upheld in court, as were other issues brought by Lazydays.
The next court hearing is scheduled for June 27. On that date, the judge is to set the price for the land per appraisals. In addition, Lazydays' damages will also be determined. There is no word on what the possible damages might include or what the amount may be.
If you are involved in a business dispute and cannot negotiation a solution that is beneficial to all parties involved, litigation may be the only means you have to protect your interests. It is important that you contact an experienced business litigation attorney. Whether you need to initiate legal action against another person or business or you need to defend your company in some sort of business litigation, the right attorney will ensure your interests are protected.
Source: bizjournals.com, "Lazydays wins long court battle over its site" Jane Meinhardt, May. 21, 2013
]]>Asher passed away in January and his two daughters took over as co-CEOs. The current president of the company said at the time that TLO was in a "turnaround" stage. Shortly thereafter, the co-CEOs announced in a news release that a financial restructuring was needed.
]]> Asher was known as one of the first to create and use data mining techniques and he made no secret that TLO worked closely with law enforcement to help identify child sex abusers on the internet. The company has said they remain committed to providing law enforcement with their Child Protection System, which they do so at no charge.Prior to founding TLO, Asher founded Seisint. He sold that company to Reed Elsevier, which is a huge publishing company out of Denmark, for $775 million in 2004.
The largest claim in the Chapter 11 is Technology Investors, Inc. This group accounts for 31.8 percent of the company and is valued at $46 million. In addition, a former officer and shareholder at TLO, has litigation pending and a disputed $30 million claim.
When many business owners think of Chapter 11 bankruptcy, they usually see a process that results in the demise of their company. This is not always true. In fact, a company can exit bankruptcy stronger and more competitive than ever. Business bankruptcies are very complex, though, and you will need an experienced, knowledgeable business bankruptcy attorney to ensure your company's reorganization plan has the best chance at being confirmed.
Source: bizjournals.com, "TLO cites $109M liabilities in Chapter 11 filing" Paul Brinkmann, May. 09, 2013
]]>Yacht Club International, which is based out of Fort Lauderdale, Florida, is now facing allegations of civil fraud from five of the company's customers. Those customers want the bankruptcy judge to appoint a trustee. Yacht Club International, however, has denied all of the allegations, saying they have not committed any fraud.
]]> Because of the bankruptcy, there are shipyards around the world where yachts are sitting in limbo. The company ships yachts from one location to another. This is where the allegations of fraud come into play. Customers allege the company took payments for transporting the yachts, but knew they could not carry out the services.An attorney for the five customers said that Yacht Club International was required by federal regulations to have a Federal Maritime Commission's registration and license. In order to receive the registration and license, Yacht Club International would have had to post a bond, which they did not do. The president of the company said the company was not required to register.
The Chapter 11 bankruptcy was filed in March and in the initial filings, the total debt was listed about $7.5 million. There is a sister company involved, as well -- Unity Shipping. That company listed about $7 million in debt. The new estimates are much higher -- $21 million -- and only list assets of about $343,000. The judge will decide on May 22 whether to appoint a trustee.
If your company is considering Chapter 11 bankruptcy, make sure you speak with an attorney who specializes in this area of the law. You can learn more about your options and ensure your rights are protected.
Source: bizjournals.com, "Yacht Path debt estimated at $21M" Paul Brinkman, May. 07, 2013
]]>The Everblades were founded in 1994 by Karmanos and a business partner, who passed away in 2008. Every year, the team has been in the playoffs, but last year was the first time they won the championship. The Everblades have had a strong fan base, with home game attendance numbers at the top of the league; however, in the past few years, those numbers have declined.
]]> The Everblades historically have sold out Germain Arena during their season, but the last few years, their attendance has averaged about 5,000 people per game. There are always fewer fans in attendance during the last few weeks of the season because many have returned to their permanent homes from their winter retreats in Florida.Germain Arena seats 7,000 people and is also a popular event venue. The arena has been valued at about $12.5 million, which is more than the Everblades team is worth. It is believed the combination of the team and the arena together will generate quite a bit of interest for prospective buyers.
Fans learned of Karmanos’ intent to sell the East Coast Hockey League’s team during the sixth game of the semi-finals for the Eastern Conference. Among the reasons Karmanos gave for selling the Everblades was a wish to scale back on various areas in his businesses. He is also the owner of the National Hockey League’s Carolina Hurricanes. The Hurricanes get many of the players from the Everblades, but that team is not for sale.
Karmanos has retained an investment bank to help speed up the sale of the Everblades and Germain Arena. Business sales such as these will also require an attorney experienced in sales and acquisitions in order to protect the interests of all parties.
Source: examiner.com, "Carolina Hurricanes owner Peter Karmanos to sell Florida Everblades" Jeffrey Briscoe, Apr. 30, 2013
]]>The company has been in business since 1992, and it has a number of other facilities both in and outside of the United States. The listing of its creditors was not yet available when this story was published.
]]> Making determinations concerning assets and debts of a business are not always easy. This is information that the attorney for the business filing Chapter 11 will need to make for the petition to be approved by the bankruptcy judge. What information is contained in the paperwork will be used by the courts to determine in what manner the company filing Chapter 11 can conduct business in the future.The goal for attorneys helping companies file for Chapter 11 is to make certain that any reorganization plan for the company is approved. This means finding approval not only from the court, but from the creditors that are affected as well. Often it takes negotiation on the part of the attorney to motivate the creditors to vote in favor of the reorganization plan.
Chapter 11 can be a positive step for businesses in that it can allow the company to again compete in the marketplace. Though businesses have built up what may seem like insurmountable debt, these filings allow payment arrangements to be made that will allow the business to pay off the debt at some point in the future.
Source: South Florida Business Journal, "Miami flower importer Stems files for Chapter 11 bankruptcy," by Paul Brinkman, April 5, 2013
However, the bank apparently lost $12.6 million in 2011 and $3.9 million in 2012. It is claimed that the bank suffered setbacks due to a number of legal setbacks that have occurred since 2010. Much of the bank's business consists of home mortgages, but it's unclear if problems in the housing market may also have contributed to its losses in recent years.
]]> Sales of businesses involve a large number of complex business transactions. Because of the large number of considerations that need to be made both before and after a business sale such as this takes place, the need for an attorney with knowledge of business and commercial transactions is heightened.These attorneys can prepare paperwork, overlook the sale of assets, provide consultation, and be involved in sales negotiations. Especially when we are speaking about the significant amount of assts involved, the recent losses of the bank, and the significant amount of money already invested in making the business what it is, officers and directors clearly want to be able to sell off the business without suffering financial loss.
If these matters are not handled correctly, the corporation may become entangled in legal disputes with investors, creditors and even customers.
Source: South Florida Business Journal, "Gibraltar Private Bank for sale, sources say," by Brian Bandell, March 13, 2013
It appears that the federal judge was not convinced by BP's arguments. But though the judge claims nothing in the record demonstrated that an injunction was necessary, there is a real probability that the judge's ruling will be appealed.
]]> The manner in which lawsuits filed against a company are handled will, of course, obviously affect the financial success of a company. Though BP at first estimated that losses due to the oil spill resulting from an explosion to be $7.8 billion, BP appears no longer confident that it can predict the exact amount of liability it may face. BP feels such estimations would be almost impossible to make. The administrator of the class action lawsuit has been accused by BP of not abiding by the terms of the contract in the handling of funds provided to supposed victims.Businesses would like as much certainty as possible regarding the terms of any business contract. Attorneys need to draft language clearly so there are no misinterpretations as to party's roles, and they will also want to make such terms clear in continued negotiation.
As demonstrated above, such uncertainties can lead to the paying out of astronomical sums of money. It's best to have all terms understood in advance so that these matters do not require continuous litigation in court.
Source: Fuel Fix, "Judge rejects BP request to block payment on some Gulf spill claims," by Harry R. Weber, April 5, 2013
It is anticipated that the merger will allow for it to do additional business outside of the South Florida area. The hope is that the merger will bring in additional capital, and that the new bank will provide financing to customers in the Northeast Florida area.
]]> Naturally, a merger this size should not be carried out in a haphazard manner. There will be a number of legal compliance issues to consider, and every business avenue will need to be explored to insure the success of the merger.Mergers provide an alternative for businesses to deal with a number of pressing financial concerns without having to file for Chapter 11 bankruptcy or to sell off all of its assets. If a merger is conducted correctly, a large number of business opportunities will be available for both parties involved in the merger that would never arise if these businesses chose to go it alone.
Whatever a company's options may be, it's always a good idea to have an astute business and commercial law attorney on your side. Beyond state and federal legal considerations, attorneys can also provide a needed outside perspective that one may not always get from officers or directors that have a vested interest in the business.
Source: Jacksonville Business Journal, "Merger creates Florida's 4th biggest bank," by Christian Conte, March 1, 2013
Besides running a tomato shipping business, the owners of East Coast Brokers also own a hotel that has been closed for the last ten months. They have been attempting to sell off assets including farmland.
]]> The company owns approximately 10,000 acres across Florida and another state. However, the land has proved unproductive during the past few years due to poor weather conditions.It appears that the debts owed by the business will never be paid off without a Chapter 11 bankruptcy plan being in place. Chapter 11 plans need to be approved by a bankruptcy judge, and such a plan requires specifics as to how the company will conduct business into the future. The reason behind such stringent requirements is to make certain that the plan will prevent the company from having to shut its doors in the future.
Also, provisions will need to be made as to how creditors will be dealt with when applying for Chapter 11. In return for the company being able to continue operations, attempts will be made to restructure debts so that creditors can be paid off.
Without providing businesses access to Chapter 11 bankruptcy, there may be years of legal conflict concerning assets, employees will be laid off, and a number of work-related projects will remain uncompleted.
Source: The Produce News, "East Coast Brokers & Packers files for bankruptcy protection," by Tim Linden, March 14, 2013
This is all a part of getting out of the refining portion of the petroleum business, and leaving behind the retail portion of that business as well. As of yet, there is no timeline as to how long this will take. It appears the company is selling each individual business one at a time.
]]> When exiting a business that has shown relative success, there is not necessarily any hurry. However, a great deal of planning still needs to take place so that the company can exit the business without doing irreparable damage to its profits or the manner in which it conducts business.Especially in an area of changing technology, constant changes to the way business is conducted will occur. Commercial law attorneys can help companies at every stage of doing business including planning and negotiations concerning sales of particular brands.
Since so much money has already been invested in particular projects and ventures, companies will want to at least get as much money out of it as they have put in when selling that portion of business off. The selling off of the assets, the timing of the sales, and dealing with various employment issues related to the sales of a particular branch will all need to be taken into account.
Source: Wicked Local, "Hess selling, but not closing, its 1,360 gas stations," by Kevin P. O'Connor, March 12, 2013
In Florida, non-compete agreements are more often honored than in a number of other states. In Florida, non-compete provisions will generally be enforceable if the terms are reasonable and concern a legitimate business interest.
]]> However, a problem arises when a non-compete agreement is honored in Florida while not being honored in other states. There are a wide range of types of non-compete agreements allowed by states, but there are also certain states that will only honor the provisions of these agreements under certain circumstances.There is no way that a non-compete agreement can be used for all employees. And it's practically impossible for the laws of every state to be incorporated into each agreement. When a talented business lawyer drafts these sorts of agreements, they will do it with the individual circumstances of the business and employees' situation being taken into account.
One of the greatest assets of a business is the employees it hires that are reliable and show up to work every day. Businesses need to provide incentives for high quality workers to join their staff.
Unfortunately, reliable workers will not necessarily remain at the same business for the rest of their lives. Yet workers that are looking for professional opportunities will invest a great deal of their lives in a company so long as they feel they are being treated fairly, and so long as terms of being employed at the company and leaving the company is understood.
Source: Forbes, "Employee Non-Compete Agreements: One Size Doesn't Fit All," by Richard Tuschman, Feb. 18, 2013
However, anytime that a company hopes to expand in this manner, there will also be increased scrutiny. The merger of Office Depot and Office Max could result in antitrust measures being taken by the Federal Trade Commission (FTC). In 1997, the FTC prevented Staples from acquiring Office Depot.
]]> Complex business transactions such as acquisitions or mergers will always involve a jumping through a variety of hoops. Business planners will have to pay attention to federal and state regulators, and sometimes they may also have to gauge public reaction to such an undertaking.The attorneys representing the corporations in question will have to make the case as to how the merger or acquisition could be a benefit to the companies, and also help out local and state economies. This could include demonstrating how the merger could result in the hiring of more jobs. It could mean providing more revenue to state and federal governments through tax dollars. And it could also result in a particular industry actually being more competitive by forcing other companies to change the way they are doing business.
Attorneys handling mergers and acquisitions will need a thorough understanding of business operations, and also make clear the opportunities and risks that go along with such a venture.
Source: Tampa Bay Business Journal, "Office supply giants eye mega-merger," Feb. 19, 2013