Miami Living Magazine features the best Miami has to offer. Click on any magazine below and enjoy. You can download our free app on iTunes. Ideal for iPad and iPhone users.
Issue link: https://digital.miamilivingmagazine.com/i/1540991
In the context of an M&A, these details become especially important. A poorly written or incomplete operating agreement can lead to disputes over voting rights, profit allocations, or management authority once the deal closes. By contrast, a well-structured agreement creates certainty, reduces the risk of conflict, and provides a clear roadmap for how the new entity will operate. Getting these details right on the front end can be the difference between a smooth transition and prolonged disputes that drain both time and resources. In Florida, certain real estate transactions are subject to documentary stamp taxes. How do these taxes factor into the financial considerations of an M&A involving real estate? Documentary stamp taxes can add significant costs in real estate-heavy transactions, and those costs are often underestimated. In Florida, these taxes apply to deeds and certain financial instruments, which means they can quickly become a substantial line item in an M&A involving property. We advise clients to factor these taxes into their financial modeling from the very beginning so there are no surprises during closing. Beyond awareness, we also explore structuring options that may reduce unnecessary exposure, such as carefully analyzing how assets are transferred and whether alternative deal structures might be more efficient. It’s one of those Florida-specific issues that can easily be overlooked, but when addressed proactively, it prevents unexpected expenses from eating into the overall value of a transaction. Florida has specific laws surrounding non-compete agreements. How do these laws affect M&A transactions, particularly when the deal involves the merging of teams or businesses? Non-compete laws in Florida are enforceable but must be reasonable in scope, geography, and duration to withstand judicial scrutiny. In the M&A context, they are essential for safeguarding the value of the transaction — protecting goodwill, preserving customer relationships, and making sure that key individuals don’t take trade secrets or insider knowledge to a competitor. We take a thorough approach by drafting and reviewing these agreements to comply with Florida’s legal standards while also reflecting the practical realities of the deal. This balance not only strengthens enforceability but also gives our clients confidence that the core value of their acquisition is protected long after the ink dries on the contract.

