Business law is the work that happens before there is a dispute: choosing and forming the entity, papering the deal, and writing the agreements that decide what happens when owners disagree. The Law Offices of Aaron Resnick, P.A. handles that transactional side for Miami companies, and also serves as Florida local counsel for out-of-state and national firms that need a Florida lawyer on the file. Because the firm litigates ownership and contract disputes every week, the documents are drafted by someone who has seen how they fail.
Florida Local Counsel for Out-of-State Firms
Lawyers and firms outside Florida frequently need Florida counsel on a matter, whether to appear in a Florida court, to advise on Florida law, or to handle appearances and filings while the lead firm runs the case. The federal courts in Florida generally require a member of the Florida bar to sponsor an out-of-state attorney appearing pro hac vice, and state courts have their own requirements. The firm serves in that role, and the arrangement is straightforward: the referring firm keeps the client relationship, and the scope is agreed in writing at the outset.
The firm also refers matters out when a case belongs somewhere else. Referrals are treated as what they are, a statement of trust from one lawyer to another.
What the Firm Handles on the Business Law Side
- Entity selection and formation: LLCs, corporations, and partnerships
- Operating agreements, shareholder agreements, and partnership agreements
- Commercial contracts, including drafting, review, and negotiation
- Buying or selling a business, including asset and stock transactions
- Corporate governance, records, and ownership changes
- Florida local counsel and outside general counsel arrangements
- When prevention fails: contract disputes and breaches
Questions Business Owners Ask
Should I form an LLC or a corporation in Florida?
For most closely held Florida businesses the LLC is the default, because it is flexible about management and how profits are split, and it avoids the formalities a corporation carries. A corporation tends to make sense when you plan to raise outside investment, issue stock options, or you need a structure investors already recognise. Tax treatment is a separate question from legal form, since an LLC can elect to be taxed in more than one way, and that decision is worth making with your accountant. What matters more than the label is the agreement among the owners.
Do I really need an operating agreement or shareholder agreement?
Yes, and this is the single most common regret among business owners who end up in litigation. Without one, Florida's default statutes govern, and the defaults are rarely what the owners assumed: they may not address how someone exits, how the interest is valued, what happens on death or divorce, who can bind the company, or how a deadlock is broken. The agreement is where you decide those questions while everyone still gets along. Owners who skip it are the ones who later become business divorce clients.
What should be in a partnership or operating agreement?
At a minimum: who owns what and how that is documented; who manages and what decisions require unanimity; how profits and losses are allocated and distributed; what happens when an owner wants out, dies, divorces, or becomes disabled; how the interest is valued, ideally with a formula rather than a fight; whether there is a buy-sell or right of first refusal; how a deadlock is resolved; and whether disputes go to court or arbitration. Fee and notice provisions matter too, because they decide the economics if there ever is a dispute.
What do I need to know before buying or selling a business?
Whether the deal is structured as an asset purchase or an equity purchase, because that determines what liabilities travel with it. Buyers generally prefer asset deals for that reason. Beyond structure, the work is diligence and allocation of risk: confirming what is actually owned, what contracts and leases can be assigned, what debts and liens exist, whether key employees and customers stay, and what the representations, warranties, indemnities, and escrow provisions cover if something surfaces later. Most disputes after a sale trace back to something diligence should have caught.
What is outside general counsel and when does it make sense?
Outside general counsel is an ongoing relationship rather than a matter-by-matter engagement: a lawyer who knows the business, reviews the recurring contracts, and is available for the day-to-day questions that do not justify opening a file. It suits companies large enough to face legal questions weekly but not large enough to employ a lawyer full time. The practical benefit is that problems get raised early, when they are still cheap, rather than after the agreement is signed or the employee has already left with the customer list.
What Usually Goes Wrong
The pattern is consistent. Owners start with a template agreement that was never adapted, or with no agreement at all. Contracts get signed by whoever was available, without checking authority. Nobody keeps the corporate records current, so ownership is proved by memory rather than documents. The deal closes on a handshake and the paperwork is promised for later. Each of these is inexpensive to fix at the time and expensive to litigate afterwards, and by the time it matters the relationship that would have solved it is gone.
Why Business Owners and Other Lawyers Call Aaron Resnick
Aaron Resnick has represented Miami businesses and their owners for 25+ years, and clients work directly with Aaron rather than a rotating team. He is fourth-generation Miami Beach, and much of this work arrives by referral, including from other lawyers. Aaron is AV Preeminent rated, has been named a Florida Super Lawyer for fourteen consecutive years, and is a past President of the Miami Beach Bar Association. Because the firm litigates ownership and contract disputes constantly, the agreements it drafts are written with the failure modes in mind.
Related
\n
- \n
- Litigation services
- \n
- Breach of contract claims
- \n
Talk to Aaron
Whether you are forming a company, papering a deal, or you are a firm outside Florida that needs local counsel, call 305 672-7495 to schedule a consultation.
This page is general information about Florida business law and local counsel services and is not legal advice. Entity choice, tax treatment, and deal structure depend on facts this page does not know. Reading this page, contacting the firm, or submitting a form does not create an attorney-client relationship, and you should not send confidential information until representation is confirmed. Prior results do not guarantee a similar outcome.
