Counsel for businesses and the people who own them.
The Law Offices of Brian Giaquinto represents business owners and closely held companies across Central Florida. We help owners form LLCs and corporations, write operating and shareholder agreements, draft and negotiate contracts, buy or sell a business, get ongoing advice as outside general counsel, and plan for the day ownership changes hands.
Businesses rarely encounter legal issues in isolation. Formation decisions affect governance. Contracts allocate risk. Transactions change ownership. And over time, closely held businesses confront questions about succession, transition, or exit.
From a two-owner startup in Port Orange to an established company in Viera, most businesses run into the same questions about ownership, contracts and what comes next. Owners in Daytona Beach, along with Seminole County clients, can meet at our Daytona Beach office. Companies in Melbourne can schedule a meeting, and our Melbourne, Viera & Suntree page has the details.
Schedule a free consultation →Entity formation, operating and shareholder agreements, governance, ownership arrangements, and the legal framework behind the business.
Drafting, reviewing, and negotiating commercial agreements with attention to risk, leverage, and how the deal will actually operate.
Counsel to buyers and sellers through letters of intent, due diligence, deal structure, definitive agreements, and closing.
Ongoing legal counsel for businesses that need experienced advice without maintaining a full-time in-house legal department.
Planning for ownership transitions, retirement, disability, death, internal succession, and eventual sale or transfer.
A contract can be legally sound and still be a bad business deal. An operating agreement can be technically complete and still fail to reflect how the owners actually expect the company to operate. A transaction can close successfully while creating problems no one adequately considered beforehand.
Effective business counsel requires understanding the legal issue in the context of the business itself—its ownership, economics, relationships, risks, and long-term objectives.
For closely held business owners, ownership of the company may be one of the family's most significant assets. Estate planning, buy-sell arrangements, incapacity planning, ownership succession, and eventual exit strategy cannot always be considered separately.
Because the firm practices in both business law and estate planning, those issues can be addressed with an understanding of both sides of the equation.
A business lawyer handles the legal side of starting, running and eventually handing off the company, and most of that work happens before anything goes wrong. That means setting up the company, putting the rules between the owners in writing, reviewing and negotiating contracts, handling the purchase or sale of a business, and planning for the day an owner retires, becomes disabled or dies. Some clients come to us for one project. Others keep us on as outside general counsel for the questions that come up month to month.
Usually, yes. Filing with the state creates the LLC, but it doesn't say how the two of you will make decisions, split profits, bring in a new owner or handle a buyout. Where there's no agreement, Florida's LLC statute fills in default rules (Chapter 605, Florida Statutes), and those defaults may not match what either of you expects. An operating agreement lets you set the rules yourselves while you still agree on them.
Start with the structure: are you buying the assets or the company itself? That choice affects which debts and liabilities come with the deal. From there we review customer and vendor contracts, debts and liens, licenses, employee matters and any pending claims, and we negotiate purchase terms that address what happens if something turns out to be different than described. These points are easier to raise before the letter of intent is signed.
That depends mostly on your operating or shareholder agreement. A buy-sell provision says when an owner's interest can or must be bought, who buys it, how the price is set and how it gets paid. Without one, a partner's interest may pass to a spouse or children you never planned to be in business with, and Florida's default rules decide what rights they have. Buy-sell terms are easiest to write while every owner is healthy and on good terms.
Yes, and for many owners that helps. The company is often the family's largest asset, so the operating agreement, the buy-sell terms, the power of attorney and the will or trust all affect each other. Because this firm practices both business law and estate planning, we can review those documents together and look for conflicts, such as a trust that leaves membership interests to someone the operating agreement won't admit as an owner.
Articles and practical guidance on Florida business law for companies and their owners.
Owning 20%, 49%, or even 50% of a Florida company does not necessarily tell you who controls it. Voting rights, management authority, transfer restrictions, and governing documents determine what ownership actually means.
Due diligence is supposed to test an acquisition, not justify a decision already made. LOIs, financing, liabilities, termination rights, and deal structure can all affect when a Florida buyer—or seller—should be willing to walk away.
A business owner can be alive but unable to act. Incapacity planning should address who can exercise ownership rights, who can manage the company, how personal authority interacts with company governance, and how the business continues operating.
Business decisions often become legal decisions sooner than expected. Whether you are forming a company, negotiating an agreement, considering a transaction, or planning what comes next, a conversation can help clarify the path forward.
