Legal Blog
Articles and insights on business law, tax planning, securities regulation, and real estate transactions from attorney and CPA Peter P. Lindley.
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What a Boca Raton Law Firm Practicing in the Federal Income Tax Exempt Area Does for Your 501(c)(3)
Forming a 501(c)(3) in Florida involves IRS applications, Florida corporate filings, governance documents, and ongoing compliance. A Boca Raton non-profit law firm that also brings tax and accounting depth can handle all of it in one place.
Private Placement Lawyer vs. Securities Broker: Key Differences
When a Florida business raises capital through a private placement, two professionals often enter the picture: a securities lawyer and a broker-dealer. Their roles overlap in some ways but diverge sharply in others. Understanding that divide protects your offering and your company.
When to Hire a Tax Attorney in Boca Raton
A tax attorney in Boca Raton handles more than IRS disputes. This guide walks Florida business owners through the specific moments when legal and tax counsel overlap — and why acting early usually costs less than acting late.
Section 199A QBI Deduction Strategies for South Florida Professionals
The Section 199A qualified business income deduction can cut your effective tax rate by up to 20 percent, but the rules are anything but simple. South Florida professionals need targeted strategies to capture the full benefit before it potentially expires.
The Impact of SEC Punting on Private Capital Markets
When the SEC delays or defers major rulemaking decisions, the ripple effects reach every corner of private capital markets. Business owners and investors need to understand what regulatory uncertainty means for their deals, disclosures, and compliance strategies.
Member-Managed vs Manager-Managed LLCs in Florida
Choosing between a member-managed and manager-managed LLC in Florida is more than a governance preference. It shapes who can bind the company to contracts, how passive investors are treated for tax purposes, and what your operating agreement must say to protect everyone involved.
What a Tax Attorney Does (And When You Need One)
A tax attorney handles the legal side of tax planning, disputes, and business transactions — work that goes beyond what an accountant can do. This guide explains the role, the overlap with CPAs, and the specific situations where hiring one protects your business.
Tenants-in-Common vs DST for 1031 Exchange Replacement
When completing a 1031 exchange, choosing the right replacement property structure can be just as important as the exchange itself. Tenants-in-common arrangements and Delaware Statutory Trusts both qualify, but they work very differently. Here is what Florida investors need to know.
Buy-Sell Agreements: Protecting Closely Held Businesses from Owner Disputes
When co-owners of a closely held business disagree, the fallout can destroy years of work overnight. A well-drafted buy-sell agreement sets the rules before conflict erupts, protecting every owner's interest and keeping the business intact.
Asset Purchase vs Stock Purchase in Florida M&A
Choosing between an asset purchase and a stock purchase is one of the most consequential decisions in any Florida M&A transaction. The structure you select affects tax outcomes, liability exposure, and deal complexity for both buyers and sellers.
Florida Documentary Stamp Tax Pitfalls in Real Estate Closings
Florida's documentary stamp tax can quietly add thousands of dollars to a real estate closing - or trigger penalties when overlooked. Understanding where these taxes apply, and where the traps hide, protects buyers, sellers, and investors across South Florida.
The Officious Bystander and the Implied Covenant of Good Faith
Every contract in Florida carries an implied covenant of good faith and fair dealing, even when the parties never wrote it down. Understanding what that means, and how courts test its boundaries, can protect your business before a dispute ever starts.
Bonus Depreciation Phase-Out Planning for Business Owners
The 100% bonus depreciation deduction is gone, and the phase-out continues through 2026. Business owners and real estate investors who plan now can still capture significant tax savings before the window closes completely.
How to Form a Florida LLC and Protect Personal Assets
Forming a Florida LLC is one of the most effective ways to protect personal assets from business liabilities. But the devil is in the details. This guide walks you through every key step and pitfall to avoid.
Drafting Partnership Agreements That Survive Disputes
A handshake deal can launch a partnership, but only a well-drafted agreement keeps it together when things get hard. Discover the key provisions that separate agreements that survive disputes from those that fuel them.
Series LLCs in Florida: What's Possible and What Isn't
Series LLCs promise a single filing with multiple liability shields - an appealing idea for Florida investors and business owners. But Florida's framework has real limits you need to understand before relying on it to protect your assets.
Small Business Capital Formation: What Florida Owners Need to Know
The SEC's Small Business Capital Formation Advisory Committee shapes the rules that govern how small businesses access outside capital. Florida business owners who understand these developments can raise funds more efficiently and stay on the right side of securities law.
Board Designees, Fiduciary Fraud, and Stockholder Liability
A Delaware Court of Chancery ruling signals that a major stockholder can face fraud conspiracy claims when its board designee allegedly works with company insiders against other stakeholders. Here is what Florida business owners and investors need to understand.
Forming a Florida 501(c)(3) Federal Income Tax-Exempt Organization
Forming a Florida 501(c)(3) federal tax-exempt organization involves state incorporation, IRS tax-exempt qualification approval, and ongoing compliance obligations. Getting each step right from the start protects your mission and your donors. Here is what every nonprofit founder in South Florida needs to know.
Enforceable Non-Compete Agreements in Florida After the FTC Rule
Florida's non-compete law has always had its own rules, and recent federal regulatory developments have added a new layer of complexity. Here is what business owners and employers need to know to draft enforceable agreements that hold up in court.
Florida Corporate Governance Basics for Small Businesses
Good corporate governance is not just for Fortune 500 companies. Florida small businesses that ignore governance basics risk losing liability protection and facing costly disputes. This guide breaks down what every Florida business owner needs to know.
LLC vs S-Corporation: Choosing the Right Florida Business Structure
Choosing between an LLC and an S-Corporation is one of the most consequential decisions a Florida business owner will make. The right structure affects your taxes, liability, flexibility, and long-term exit options. Here is what you need to know before deciding.
Delaware Governance Decisions: Holding Parties to Their Bargain
Delaware courts continue to enforce governance agreements as written, sending a clear message to business owners and investors: the deal you sign is the deal you get. Understanding recent governance decisions is critical for anyone forming or managing a business entity.
Letter of Intent Best Practices for Buying a Business in Florida
A letter of intent sets the tone for every business acquisition. Get the terms wrong at this early stage and you may spend months negotiating from a weak position. This guide covers the best practices Florida buyers need to know before signing anything.
Accredited Investor Verification Under Rule 506(c): A Florida Guide
Rule 506(c) allows companies to publicly advertise securities offerings, but only to verified accredited investors. Understanding verification requirements is critical for compliance and successful capital raises in Florida and beyond.
Corporate Transparency Act: Key Issues and Compliance
On January 1, 2021, Congress passed the Corporate Transparency Act (CTA). The CTA was created to help the United States government combat money laundering, tax fraud, and illegal foreign ownership of U.S. businesses.
Financing Through Exempt Private Capital Raise Transactions Under Regulation D of the Securities and Exchange Commission. Part I.
Securities offerings continue to be a key source of financing for companies and exempt private equity offerings enable avoidance of the time and expense of the registration process.
Financing Through Exempt Private Capital Raise Transactions Under Regulation D of the Securities and Exchange Commission. Part III.
Part II of this article noted that despite the continued or alternative availability of section 4(a)(2) of the Securities Act of 1933 as a transactional exemption, Regulation D offers a safe harbor for compliance.
Financing Through Exempt Private Capital Raise Transactions Under Regulation D of the Securities and Exchange Commission. Part II.
The most common registration exemption are the rules under Regulation D (Reg D) of the Securities and Exchange Commission (SEC) as offers not involving any public offering under section 4(a)(2) of the Securities Act of 1933.
Financing Through Exempt Private Capital Raise Transactions Under Regulation D of the Securities and Exchange Commission. Part IV.
While no disclosure is required to be disseminated in offerings to accredited investors in reliance on Rule 506(c) of Regulation D, issuers should consider providing such information to accredited investors as well.
Nuts and Bolts of an Internal Revenue Code Section 1031 Like-Kind Exchange
Taxpayers have for decades been utilizing U.S. Internal Revenue Code section 1031 to avoid current taxation on the gains from the sale of their investments in real property.
How Can a Taxpayer Exchange Investment Real Estate in a Tax Deferred Like-Kind Exchange for an Interest in a Delaware Statutory Trust?
Under Section 1031(a) of the U.S. Internal Revenue Code, no gain or loss is recognized on the exchange of real property held for productive use in a trade or business or for investment.
Why You Need an Attorney To Negotiate Your Letter of Intent
Tough negotiations are a vital part of buying or selling a business. All involved parties will do whatever they can to protect their interests in the deal.
Will Your Business’s Legal Structure Work?
Does your business have a legal structure that will guide ownership through both success and hard times? Closely held businesses are a vital and volatile element of the business landscape.
Primer on Regulation Crowdfunding – Implementation of Title III of the JOBS Act
Title III of the Jumpstart Our Business Startups Act (the JOBS Act) established a regulatory structure for startups and small businesses to raise capital through securities offerings using the Internet through crowdfunding.
Delaware Statutory Trusts
The Delaware statutory trust is a limited liability vehicle first authorized under Delaware law in 1988. Practitioners and investors may use this entity for tax deferral, asset protection, and balance sheet advantages.