03 — PRACTICE AREA

Business & Real Estate

Transactional counsel for business entity formation, operating agreements, purchase and sale transactions, and commercial real estate matters throughout Florida.

Jaffe Law provides transactional counsel for business entity formation, operating agreements, purchase and sale transactions, and commercial real estate matters. The firm works with business owners, investors, and commercial property owners on entity structuring, acquisition agreements, leasing, and transaction closings.

Business & Corporate Counsel

Entity Formation & Governance

  • Limited liability company (LLC) formation
  • Corporation formation and S-corporation elections
  • Partnership formation and agreements
  • Professional entity structuring (PLLC, PA, PC)
  • Operating agreement drafting for LLCs
  • Shareholder agreements for corporations
  • Partnership agreements
  • Buy-sell provisions and valuation methods
  • Capital contribution requirements
  • Profit and loss allocation structures
  • Management and voting provisions
  • Transfer restrictions and right of first refusal
  • Dissolution and wind-up procedures

Business Transactions

  • Asset purchase agreements
  • Stock purchase agreements
  • Membership interest purchase agreements
  • Merger and acquisition documentation
  • Due diligence review and coordination
  • Representations and warranties negotiation
  • Indemnification provisions and escrow arrangements
  • Closing coordination and document execution

Joint Ventures & Partnerships

  • Joint venture agreements for business ventures
  • Strategic partnership agreements
  • Profit-sharing and loss allocation structures
  • Management rights and decision-making authority
  • Exit strategies and dissolution procedures

Contract Review & Negotiation

  • Vendor and supplier agreements
  • Service provider contracts
  • Independent contractor agreements
  • Licensing and franchise agreements
  • Non-disclosure and confidentiality agreements
  • Non-compete and non-solicitation provisions

Outside General Counsel & Compliance

  • Ongoing business legal counsel for Florida companies
  • Contract drafting, review, and negotiation across departments
  • Corporate governance and annual meeting compliance
  • Employment, non-disclosure, and non-compete agreements
  • Vendor and independent contractor relationships
  • Regulatory compliance for Florida and multi-state operations
  • Risk management and dispute prevention strategies

Business Purchase & Sale Advisory

  • Representation of buyers and sellers in Florida business acquisitions
  • Structuring asset vs. stock purchase transactions
  • Letter of intent (LOI) preparation and negotiation
  • Due diligence coordination and disclosure schedules
  • Tax allocation, earn-out, and purchase price adjustment provisions
  • Employment and transition agreements for key personnel
  • Closing documentation and post-closing integration support

Real Estate & Leasing

Commercial Real Estate Transactions

  • Purchase and sale agreements for commercial property
  • Due diligence review including title, survey, and zoning
  • Contract negotiation and contingency periods
  • Title insurance review and issue resolution
  • Survey review and boundary matters
  • Environmental assessment coordination
  • Closing coordination with title companies
  • 1031 exchange consultation and coordination
  • Deed preparation and recording

Commercial Leasing

  • Office lease review and negotiation
  • Retail lease analysis and terms
  • Industrial and warehouse leasing
  • Medical office lease considerations
  • Lease renewal negotiations
  • Lease amendment and modification
  • Assignment and sublease agreements
  • Lease termination and surrender agreements
  • Landlord consent procedures
  • Subordination, non-disturbance, and attornment agreements (SNDAs)
  • Estoppel certificate review

Lending & Finance

  • Promissory notes for private lending
  • Mortgage and deed of trust preparation
  • Security agreements and UCC filings
  • Personal guarantee review and negotiation
  • Loan modification agreements
  • Subordination agreements
  • Intercreditor agreements

Investor & Developer Representation

  • Real estate acquisition and disposition for investment portfolios
  • Joint venture structuring for development and syndication
  • Private equity and capital partner documentation
  • Land use, zoning, and entitlement coordination with local counsel
  • Construction and development agreement negotiation
  • Representation of developers, builders, and real estate funds
  • Strategic counsel on property tax, financing, and exit planning

Who This Serves

Business and real estate services are provided to entrepreneurs forming new ventures, established business owners, real estate investors, commercial property owners and tenants, partnerships and joint ventures, family offices, and individuals engaging in commercial transactions. The firm works with clients across various industries including professional services, healthcare, hospitality, retail, and real estate investment.

Transaction Considerations

Business entity selection impacts taxation, liability protection, management flexibility, and future exit options. Operating agreements and shareholder agreements establish governance frameworks and prevent disputes through clear allocation of rights and responsibilities.

Commercial real estate transactions require thorough due diligence including title review, survey analysis, zoning verification, and environmental assessment. Lease negotiations involve balancing rent obligations against operational flexibility, considering factors such as renewal options, assignment rights, tenant improvement allowances, and operating expense allocations.

Purchase and sale transactions require careful structuring of representations, warranties, indemnification provisions, and closing conditions to allocate risk appropriately between parties.

Ready to Discuss Your Business Transaction?

Whether you're forming a new entity, purchasing commercial property, or negotiating a business agreement, we provide practical transactional counsel.

Call (305) 563-4404 Email Us