Florida Mergers and Acquisitions (M&A)

2. Florida Legal Context

M&A transactions in Florida are primarily governed by:

• Florida Business Corporation Act (Chapter 607, Fla. Stat.) – governs mergers, share exchanges, and corporate acquisitions.
• Florida Revised LLC Act (Chapter 605, Fla. Stat.) – governs mergers or interest exchanges involving LLCs.
• Uniform Commercial Code (UCC, Chapters 671–680, Fla. Stat.) – applies to the transfer of business assets.
• Federal and State Securities Laws – apply if stock is issued or sold.
• Industry-Specific Rules – healthcare, banking, insurance, and professional services often require regulatory approval.

Florida law requires board and shareholder (or member) approval for most mergers. Articles of Merger must be filed with Sunbiz to make the merger official.

3. Real-World Application

Examples:

• A Tampa tech company merges with a smaller competitor to combine resources and expand market reach.
• An Orlando healthcare group acquires another practice through an equity purchase, retaining patient records and licenses.
• A Miami restaurant chain buys out a struggling rival by acquiring only its assets—leases, trademarks, and equipment—while avoiding debts.

4. Why It Matters for Business Owners

M&A transactions can unlock growth—but if mishandled, they can lead to costly disputes or liability.

Why it matters:

• Growth & Expansion: M&A can instantly increase market share and resources.
• Liability Management: Wrong structuring can leave you with hidden lawsuits or tax debts.
• Employee & Contract Issues: Transferring staff, leases, and vendor agreements requires careful planning.
• Tax Consequences: Stock vs. asset deals carry different tax results for buyers and sellers.
• Regulatory Approvals: Some industries need state or federal approval before closing.

Common mistakes in Florida M&A:

• Not performing thorough due diligence on debts, lawsuits, and contracts
• Failing to obtain shareholder/member approvals properly
• Overlooking change-of-control clauses in leases and vendor agreements
• Neglecting to plan employee retention and non-compete agreements

5. Real-World Florida Examples

• A Sarasota manufacturing company merged with a Jacksonville competitor, creating economies of scale and doubling revenue.
• A Fort Lauderdale investor avoided liability by structuring an acquisition as an asset purchase, leaving behind the seller’s $500,000 in debts.
• An Orlando law firm merger succeeded because the deal included detailed transition agreements for clients and staff.

6. How Our Law Firm Can Help

At Black Rock Trial Lawyers, we guide Florida businesses through every stage of M&A. We help you:

• Deal Structuring – advising whether to pursue a merger, stock purchase, or asset acquisition
• Due Diligence – reviewing contracts, financials, litigation, tax records, and compliance issues
• Negotiation – securing favorable terms, indemnification, and warranties
• Drafting & Filing – preparing Articles of Merger, Purchase Agreements, and Transition Documents
• Regulatory Compliance – ensuring state, federal, and industry-specific approvals are met
• Post-Merger Integration – handling employment contracts, non-competes, and operational transitions

Our focus is protecting your investment while making the transaction smooth and enforceable.

7. FAQs (Frequently Asked Questions)

Q: What’s the difference between a merger and an acquisition?
A: A merger combines two companies into a new entity, while an acquisition is one company buying another (assets or equity).

Q: Do M&A deals in Florida require Sunbiz filings?
A: Yes. Articles of Merger (or other filings) must be submitted to make the transaction legally effective.

Q: Which is safer for buyers—asset purchase or stock purchase?
A: Asset purchases are generally safer because they let buyers avoid many liabilities. Stock purchases transfer all assets and liabilities.

Q: How long do M&A deals take in Florida?
A: Typically 3–6 months, depending on due diligence, negotiations, and regulatory approvals.

Q: Why hire a lawyer for an M&A transaction?
A: M&A involves complex contracts, regulatory approvals, and liability risks. An experienced Florida business lawyer ensures your deal is structured properly, compliant with law, and protects your interests.

8. How to Retain Our Law Firm

We offer multiple access points tailored to your needs:

• Flat-Fee Retainers: Set pricing based on project scope (quoted after your consultation)
• 1-Hour Strategy Consultations: A high-impact session to assess your issues, answer questions, and develop a legal roadmap. Pricing starts at $500.00.
• 3-Hour Master Strategy Sessions: A deep dive analysis with detailed, actionable solutions tailored to your business challenges
• Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program (Read below)

All services are available in-person, by phone, or virtually.

9. Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program

Our flagship service is the BELAW Membership – Business & Entrepreneurship Law Advisor Program. This is an exclusive, members-only, 12-month ON-DEMAND legal and business support program at a predictable flat monthly fee, tailored to each business client—regardless of company size.

BELAW is open to business owners, entrepreneurs, for-profit companies, non-profits, and foreign investors. Our members range from startups and nonprofits to established businesses.

At the core of BELAW is our P.O.N.C.E. methodology, developed by Attorney Gil Sanchez, to help businesses not just stay protected—but grow strategically.

What you get with BELAW:

• On demand strategic legal consultations with Attorney Gil Sanchez
• Document review and compliance audits
• Guidance on contracts, leasing, employment, and liability
• Drafting Collection Notices, Cease & Desist Letters and Confidentiality Agreements
• Proactive legal support to mitigate lawsuits and reduce risk exposure
• Strategic input on revenue-generating decisions like expansion, licensing, and joint ventures
• Entrepreneur coaching and a growing library of business education resources
• Litigation retainer and hourly rate discounts

We’re available when you need us—on demand, without hourly billing.

We make it easy to get started:

• Call or text us at (813) 254-1777
• Or fill out the secure contact form below

A member of our team will respond promptly to schedule your consultation.

10. How to Contact Our Law Firm to Retain

We make it easy for you to retain us:

• Call or text: (813) 254-1777
• Email: info@blackrocklaw.com
• Or submit your request using the form below

Our team will promptly follow up to confirm availability and next steps.

11. Who You Are Hiring

When you hire our firm, you’re not just hiring a lawyer — you’re securing the insight, grit, and expertise of Attorney Gil Sanchez.

A proud double Gator, Gil earned both his undergraduate and law degrees from the University of Florida — one of the top public universities in the country. Since 2004, he has built a reputation as a formidable business and trial attorney, successfully trying cases before juries in both Florida state and federal courts.

Gil’s legal practice is deeply informed by real-life experience. He launched his first business at age 13 and has continued to build, lead, and advise companies ever since. He’s a licensed business broker (since 2007), an adjunct professor of entrepreneurship at St. Petersburg College, and a trusted advisor to entrepreneurs, professionals, and business owners across Florida.

He’s also an inventor, author, and public speaker — holding a U.S. utility patent and federal trademark. His invention was featured in TIME Magazine’s Best Inventions of 2023, and his legal insights have appeared on CNN, ABC’s 20/20, and other national platforms. Raised by Colombian parents in West Virginia and fluent in Spanish, Gil brings cultural fluency, resilience, and a fighter’s mindset to every client matter.

Above all, Gil is a devoted family man — happily married and the proud father of three beautiful children. His commitment to family shapes the way he practices law: with empathy, integrity, and a relentless drive to protect what matters most.

At Black Rock Trial Lawyers, you’re not just getting a legal technician — you’re hiring a battle-tested strategist who understands both the courtroom and the real world. That’s who’s fighting for you.

12. The Law Firm’s Geographical Reach

We proudly represent businesses across all counties in Florida. With the power of virtual consultations, online filings, and remote court access, we can support your legal needs anywhere in Florida—without compromising service quality.

Our main office is in South Tampa, Florida, with a satellite office in South Florida – Miramar, Florida.

From Miami to Jacksonville, Pensacola to Key West—Black Rock Trial Lawyers is here to help Florida businesses thrive.

13. Disclaimer

The information provided on this website is for general informational purposes only and is not intended to be, nor should it be construed as, legal advice. Every individual and business matter involves unique facts and circumstances that must be carefully evaluated. Additionally, Florida laws, including statutes and case law, are subject to frequent changes, and the information presented here may not reflect the most current legal developments. For a formal legal opinion or advice specific to your situation, you must consult directly with an attorney at our firm. No attorney-client relationship is formed by viewing this site or by contacting our office through this website.