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Business & Corporate

At Icard Merrill, our business and corporate law attorneys have been providing effective legal counsel to business owners for decades. Recognized by the community and colleagues as experienced, skilled, and ethical, our business and corporate lawyers offer dedicated representation to business clients throughout Southwest Florida.

Our comprehensive representation includes legal services to business owners in the design, formation, operation, and sale of an exhaustive variety of business entities. Whether you’re starting or selling a business, financing a new or expanding enterprise, preparing and negotiating business contracts, creating a business succession plan, or navigating management and operational changes, the business and corporate law attorneys at Icard Merrill possess the broad experience and extensive resources to get the job done.

Our attorneys appreciate the evolving needs and goals of business clients, and our firm is dedicated to satisfying those needs in an efficient and effective manner. Working closely with other practice groups in the firm, our business and corporate law attorneys provide business clients with comprehensive counsel in all areas affecting new and existing business enterprises.

Kelly Causey Todd D. Kaplan Jason A. Lessinger Bianca N. Manos J. Geoffrey Pflugner Jordan J. Riccardi Richard S. Webb IV

Areas of Expertise

• Banking and Corporate Finance
• Business Agreements and Contracts
• Business Succession Planning
• Mergers and Acquisitions

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Starting a Business Agreements, Contracts & Transactions Moving a Business to Florida Running an Out-of-State Business Corporate Compliance Banking and Corporate Finance Business Succession Planning Family Partnerships and LLCs Litigation and Mediation Corporate Tax Mergers and Acquisitions Other

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Sarasota Business Attorneys Deliver Comprehensive Legal Advice

Florida law firm assists companies from its sarasota and tampa offices.

A business cannot thrive without sound legal advice. From handling formation documents to complex litigation matters, Walters Levine & DeGrave helps Florida companies succeed. Whether your business is large or small, we provide sound counsel and responsive representation attuned to your firm’s specific needs and goals from our offices in Sarasota and Tampa.

Enabling new ventures to start successfully

Launching a new business seems like a never-ending series of issues and details, but Walters Levine & DeGrave can show you how to start off on the right foot and avoid problems later. We assist new companies with:

• Formation documents — We will help prepare paperwork for filing with the Florida Department of State Division of Corporations or the relevant authority in any other state where you might wish to incorporate.
• Choosing a type of company — Several legal options exist to establish a business including corporations, limited liability companies, partnerships and sole proprietorships. Our lawyers can explain the differences between these entities as well as the various tax classifications so that you can make informed decisions.
• Licensing and regulatory requirements — Establishing a corporation or partnership is just the first step in operating a business. Our attorneys can advise you on which regulatory hurdles you’ll have to clear before you begin operations.
• Mergers and acquisitions — Often, new ventures derive from arrangements between existing entities. We will guide you through the complicated legal details associated with mergers and acquisitions.

For any type of new business venture, we advise you on what you need to know and do to establish a firm foundation.

Dedicated advocates for all types of commercial litigation

Businesses often find themselves beset by actual and threatened litigation. Unfortunately, successful firms sometimes attract nuisance lawsuits from competitors or plaintiffs just seeking a payout. We can help whether your company is being sued or your firm’s rights have been violated, making litigation an option. Our attorneys have the experience and legal knowledge to maximize your chances if the matter gets to court. However, we are always aware of budget concerns and will pursue options such as mediation and arbitration if they can lead to a better overall outcome.

Knowledgeable advisors who draft, review and negotiate contracts in Sarasota and Tampa

For businesses to succeed, company owners and managers need to be sure of the commitments they have exchanged with other parties. Firm attorneys provide this security to commercial clients with diligent contract preparation and review. We can help protect your company’s value through employee non-compete and confidentiality agreements. For real estate transactions , vendor agreements, or any other contract, our personalized approach to customer service leads us to draft documents that address your goals and any contingencies that might occur.

Skilled counselors help resolve shareholder disputes

Conflicts among the owners of a business can destroy relationships and the enterprise that you all worked so hard to build. Professional legal advice is necessary even if you only suspect that a serious dispute may occur. Walters Levine & DeGrave works with forensic accountants and other professionals to find each relevant detail and then acts aggressively to protect your rights. No matter how bitter or complex the situation is, our goal is twofold: to obtain a fair outcome for our clients and ensure that the business is not irreparably harmed.

Contact experienced Sarasota business attorneys for help with business issues

Walters Levine & DeGrave is a full-service law firm representing clients throughout Florida in business litigation, real estate and other matters. Our offices are in Sarasota and Tampa. Call 844-616-0384 or contact us online to schedule a meeting.

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Sarasota Business Attorneys

Our Business Lawyers Can Help You Start Your Business

Starting a business involves more than opening up shop and serving clients and customers. From a legal standpoint, there is much that needs to be done and having an experienced team of attorneys will help get you on the path to success.

Starting a Business in Florida

As a business owner in Florida, you’re likely to enjoy the state’s pro-business tax policies, favorable regulatory environment and competitive cost of doing business. But there are complicated procedures to get a business up and running. Any corporation that wants to do business in Florida must be registered with the state. Companies from other states or countries must be registered if they rent an office or employ Florida workers. The business lawyers at Buckman and Buckman, P.A., know can help your business get up and running quickly.

Incorporating A Business

The first step in starting your new business is deciding what type of business entity works best to protect you from liability.

Types of Business Entities

Buckman and Buckman, P.A., can give you advice and help you set up one of these types of businesses:

• Sole Proprietorship One person owns the business and is responsible for all debts. There is no legal distinction between the owner and the business.
• General Partnership An association of two or more people to form an unincorporated company with the goal of earning a profit.
• Limited Partnership In addition to one or more general partners, there are one or more limited partners. In most cases, one partner runs the business while others contribute capital. They have limited liability.
• Limited Liability Partnership (LLP) In this arrangement, individual partners are exempt from liabilities in the event another partner is negligent. In addition to one or more general partners, there are one or more limited partners. In most cases, one partner runs the business while others contribute capital. They have limited liability. This structure combines the limited liability of a corporation and the tax structure of a partnership. A partner’s liability is tied to his or her level of investment. Partners file profits and losses on their own tax returns, not the business entity’s.
• “C” Corporation This business is taxed separately from its owners. The corporation, not the shareholders that own it, is legally responsible for losses and debts.
• “S” Corporation Income or losses are divided among shareholders. Like an LLC, the business is not taxed itself; shareholders file on their personal tax returns.

LLC Or “S” Corporation?

Our legal team can help advise you on which is the best option for your company, as there are pros and cons to both.

Pros and Cons of an LLC

There are fewer forms and start up costs for an LLC and fewer restrictions on profit sharing. LLCs are not required to hold formal meetings. However, the LLC dissolves if a member dies or goes into bankruptcy, and its members are required to pay self-employment tax contributions toward Medicare and Social Security. The LLC’s entire net income is subject to those taxes.

Pros and Cons of an S Corporation

The major advantage of a corporation is the reduced tax burden on the owners. Shareholders of an S Corporation are not responsible for its debts. However, there are more formal requirements – director and shareholder meetings, bylaws and multiple tax forms that must be filed with the IRS throughout the year.

There is also an option to apply to have your LLC receive S-Corp status, which is something best discussed with your attorney.

Contact our Sarasota Business Lawyers Today

Contact a business lawyer at Buckman and Buckman, P.A., now. We will help you navigate Florida’s complex business laws to get you up and running as soon as possible.

Our business attorneys also offer services involving executive divorce , mediation , pip claims recovery , and wage and hour law .

1 South School Avenue , Suite 500 Sarasota , FL 34237 (941) 917-0505

• Gregory S. Band
• Melinda A. Delpech
• Christopher S. McDonagh
• John R. Mentzer, III
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• Asset Protection Planning
• Business & Corporate Law
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• Estate Planning & Probate
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Business & Corporate Law

Band Law Group’s Sarasota business attorneys have a broad range of experience in business and corporate transactions, having served as counsel to a variety of small and large companies. Our corporate group involves an interdisciplinary team of lawyers from various practice areas handling corporate tax issues arising from a variety of simple and sophisticated business transactions. We also serve as counsel to a wide array of lenders and borrowers in various types of financing transactions. Our attorneys assist clients with the following legal matters:

General Counsel Services

Band Law Group’s business attorneys serve as general legal counsel to privately held businesses and not-for-profit organizations. In this area of our business practice, we bring a practical and proactive approach, using our legal knowledge, business insight and hands on experience to advise our clients on the day-to-day issues facing new, growing and established organizations. Band Law Group’s attorneys can serve in a general counsel role that assists the client in anticipating, preventing and resolving problems; managing risks; and mitigating obstacles to growth and success. For those specific areas of law requiring in depth specialized expertise, we have developed relationships with specialists who, on behalf of our clients, we engage and manage to advise, counsel and represent our clients on specific matters or issues.

Choice of Entity and Business Formation

Advice and guidance in the selection of the appropriate legal form for a particular business, with the goal of maximizing the available legal, tax and business benefits and protections for the business and the owners of the business. These services include the formation of corporations, limited liability companies ("LLCs"), limited partnerships and joint venture arrangements, as well as other forms of business entities.

Business Contracts

The preparation, review and interpretation of operational contracts in a wide range of industries, including service businesses, manufacturers, distributors, real estate developers and healthcare providers.

Sales and Purchases of Businesses

Advice and guidance in connection with asset sales and purchases, the sale and purchase of equity interests in existing businesses (including the sale and purchase of majority and minority interests in existing businesses), mergers and consolidations of existing businesses, and the structuring of "tax-free" corporate reorganizations where possible and appropriate.

Employment Contracts

The preparation, review and interpretation of employment contracts for both employer and employee.

Financing and Capitalization

Advice and guidance in obtaining financing through conventional bank financing, including term loans, mortgages and lines of credit, project financing, the private placement of equity and debt securities and venture capital financing.

Intellectual Property (Copyrights, Trademarks and Trade Secrets)

Advice and guidance in obtaining protection for intellectual property rights in trademarks, copyrights and trade secrets; preparing and prosecuting applications for registration of trademarks and copyrights; developing policies and procedures for the protection of trade secrets; and the preparation, review and interpretation of licensing agreements for trademarks, copyrighted material (such as software), trade secrets, patents and patent rights.

Not-for-Profit Organizations

Advice and guidance in the formation and operation of not-for-profit enterprises, such as private foundations, private membership clubs, museums and associations.

Real Property Matters

Representation of both tenants and landlords in lease negotiations, and advice and counsel in connection with the sale, purchase and development of real property .

Franchisee Representation

Review and interpretation of franchise agreements for franchisees and negotiation of the terms of proposed franchise agreements with the franchisor.

Private Placements of Securities

Advice and guidance in capital raising through the private placement of equity and debt securities, the creation of investment instruments, such as preferred stock, warrants, notes and debentures, advising clients on complying with exemptions from securities registration requirements under federal and state law, the preparation of private placement memoranda, investor questionnaires and other documents related to the private placement of securities and preparing and filing necessary notification and other forms with governmental agencies.

Contact Our Sarasota, Florida Business Attorneys

Band Law Group’s business attorneys serve individuals, families, and businesses of all sizes in Southwest Florida. We invite you to contact us for additional information.

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Asset Protection Planning Business & Corporate Law Charitable Giving & Legacy Planning Estate Planning & Probate Family Law Individual & Corporate Taxation Real Estate Law Tax Exempt Organizations

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© 2024 Band Law Group View Our Disclaimer | Privacy Policy Law Firm Website Design by The Modern Firm

Like so many others, Band Law Group is taking active measures to protect our clients and staff from the spread of COVID-19.

These include the following:

• Our team has been advised to educate and follow enhanced hygienic measures and remain informed on COVID-19 by monitoring the Centers for Disease Control Website .
• BLG Staff may transition to a Work from Home status at any time. You will still be able to reach your attorney or staff member in the usual ways.

Band Law Group is committed to our continued operations for the benefit of our clients and team members. We are monitoring the situation daily, will take further steps and provide regular communication as needed – including vital information that may impact you and/or your business.

We greatly appreciate everyone’s understanding and support as we all work together to get through this difficult situation.

Please do not hesitate to contact us with any questions or concerns.

Sincerely, Gregory S. Band

Marc J Miles International and Business Law Attorney in Sarasota, Florida

The Law Office of Marc J. Miles works with businesses of all sizes to reach their goals while minimizing risk. For each individual, that goal may look different, such as starting a business, taking on a partner, collaborating with a U.S. Company, or exploring the U.S Market. With each situation, the solution will need to be carefully considered. Not considering all the factors could have detrimental long-term consequences. This is why it is so important to consult with an experienced business lawyer before you make any changes to your business entity or structure,  start doing business in another market without appropriate information, work with partners, or create a Long Term Goal and Exit Strategy.

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A Business Attorney is Crucial for Your Business: Local or International

Often business owners don’t think about hiring an attorney until a problem arises and they need help with a resolution. Depending on the issue the lawyer may not be able to correct what has happened but will work towards the best result. If instead, the attorney had been hired early on it is likely there would have been a better result and perhaps the situation would never have occurred.

The reason you need a relationship with a reputable business lawyer is so you can have protection from risks. These risks can be associated with tax, liability, and profit loss. From the initial entity setup to your exit strategy, an attorney can advise you of the best way to proceed.

You may just be a small local business but you will still have taxation and the need to minimize your risk with employees and customers. Growing businesses may need to reevaluate their entity selection, take on partners or even do business internationally. Again, an experienced business lawyer will benefit them greatly.   

When looking at a foreign market, or working with companies in another country, or from that country, you need to understand that your background, framework, values, and culture will probably not be the same in that other country. Having a lawyer who is familiar with those different values can be a tremendous asset, not just from a legal viewpoint, but a practical one as well.

The Law Offices of Marc J. Miles can help you through all these steps and concerns and will be there with you as your business grows to help maximize the benefits and avoid the pitfalls that are associated with business entities, partnerships, and day-to-day business.

New Business Formation

Growing businesses, business protection, business partnerships, exit strategy, international law.

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SARASOTA BUSINESS AND TAX ATTORNEY

JOHN COMPTON (Left) & CHRISTOPHER J. FOWLER OF NORTON (Right), HAMMERSLEY, LOPEZ & SKOKOS, P.A.

Norton Hammersley of Sarasota business and tax law practice provides expert planning and advice to our individual and corporate clients. Our attorneys assist our clients in all aspects of their business, including the selection and formation of entities under which to operate, preparation and review of agreements, sales, purchases and mergers of businesses, obtaining financing and funding for businesses and employee relations.

In addition, our attorneys provide ongoing counseling relating to business operation, including officer liability, corporate formalities required to maintain liability protection, licensing and trademark issues, shareholder relationships, executive employment, employee vs. independent contractor classifications and employee-incentive plans.

The attorneys at Norton Hammersley Sarasota Law Practice plan for, identify and address state and federal tax issues and represent clients in disputes with the Internal Revenue Service and the Florida Department of Revenue.

For more information regarding Norton Hammersley’s Business and Tax practice,  please contact one of the firm’s Business and Tax Attorneys: John M. Compton  or Christopher J.Fowler

Other Practice Areas

Real Estate Law

The real-estate group provides legal representation for corporate and individual clients in the acquisition, development and sale of residential and commercial real property, as well as leasing and financing.

Estate Planning

The estate planning, administration and asset preservation group assists individuals in preparing wills and trusts and administrators in closing an estate, as well as estate tax services.

Trial Practice & Dispute

The trial-practice group assists businesses and individuals with complex litigation issues, including contract disputes, real-property matters, estate and trust disputes, probate litigation, and lending law matters—to name a few.

SARASOTA ESTATE PLANNING, PROBATE & BUSINESS LAW

YOUR SARASOTA BUSINESS AND CORPORATE LAW FIRM

Business & corporate legal services.

We are able to assist you with all your business and corporate legal matters:

- Selection, incorporation and formation of the proper Florida business entity (Corporation, Limited Liability Co., Partnership, Limited Partnership, Joint Venture, etc...) - Drafting & negotiation of shareholder, partnership and LLC operating agreements - Drafting and negotiation of contracts (lease, employment, rental, government, etc.) - Passing the family business on to the next generation

All of these factors help determine the most appropriate type of corporate legal entity for operation of your new Sarasota or Manatee County Florida business. It can be a: Florida Corporation, Florida Partnership, Florida Limited Liability Company (LLC) or Florida Limited Partnership (FLP).  Continue reading to learn more about the advantages of each type of entity.

FLORIDA LIMITED LIABILITY COMPANY

Limited Liability Company ("LLC"): A Florida Limited Liability Company is formed upon the filing of its Articles of Organization with the Florida Division of Corporations.  Once established, the Florida LLC operates pursuant to the terms of its Operating Agreement.  Basic elements: (i) either Member-managed or Manager-managed; (ii) liability is limited to how much each member puts into the company (personal investment) except any business debt that is personally guaranteed (business loan or line of credit); (iii) management may be exercised by one or more managers (who  need not be a member) or by one or more of the members; and (iv) the types and number of members is unrestricted. Most importantly, a creditor of a member of a multi-member LLC is limited to a charging lien against the members interest.    

FLORIDA CORPORATION

Florida business transactions.

C - Corporation: A Florida business entity.  Basic elements: Subject to tax as a separate legal entity (double taxation); Dividends (distributions out of earnings and profits) are subject to tax at the shareholder level; Shareholders are not personally liable (unless they issue a guarantee) for corporate obligations; and Entity is managed and controlled by its officers and directors.  

S – Corporation: A Florida pass-through legal entity with no corporate level tax.  Basic elements: Shareholders report and pay tax on their pro rata share of income, losses, deductions, etc.;  Stock owners reduce their federal income tax bill by paying themselves a reasonable salary (subject to payroll taxes) and a dividend (distributed free of employment tax);  May only have one class of stock; and less than 100 shareholders.

We have over thirty (30) years experience assisting business clients with:

 - Drafting & negotiation of Shareholder, Partnership and LLC Operating Agreements 

- Drafting and negotiation of contracts (lease, employment, rental, government, etc.) 

- Purchase and sale of business assets (real estate, patents, etc.) & corporate entities   

This website is for informational purposes only. Using this site or communicating with Marc J. Soss, Esquire  through this site does not form an relationship.  

(941) 928-0310 | [email protected]

Professionals in this Office

• Charla M. Burchett
• Meredith S. Delcamp
• Sunny Dingman
• Erik M. Hanson
• Sarah J. Harnden
• John Patterson
• E. Zachary Rans
• Ryan C. Reinert
• Michael E. Siegel
• Lonnie L. Simpson
• Benjamin C. Sorrell

News & Insights

• Focus on Women Group Hosts Heart Health Lunch & Learn 3.20.24
• Florida Senate and House Approve Amendment to Live Local Act 3.5.24
• Shutts & Bowen Selected Among “Best Companies to Work For” in 2024 U.S. News & World Report Law Firm Rankings U.S. News & World Report , 2.26.24
• Benjamin Sorrell Elected as Board Chair of Gulf Coast Legal Services Sarasota , 2.12.24
• Shutts & Bowen Adds Five New Partners 12.13.23
• Shutts & Bowen Welcomes Lincoln S. Graubard As Chief Financial Officer 11.14.23
• Shutts & Bowen Ranked Among U.S. News – Best Lawyers® “Best Law Firms” for 2024 11.2.23
• Charla Burchett Speaks Before the Charitable Gift Planners of Southwest Florida Sarasota , 10.24.23
• Shutts & Bowen Attorneys Listed in Best Lawyers in America® 2024 Edition 8.17.23
• My Summer Associate Experience: Leila Oberschall 8.4.23
• Shutts & Bowen Listed Among America’s Best Small Employers by Forbes Forbes , 7.26.23
• Super Lawyers Recognizes Shutts & Bowen Attorneys 6.26.23
• Shutts & Bowen Summer Associates Participate in 2023 Shoreline Cleanup Event 6.19.23
• Shutts Ranks Among Top 50 Construction Law Firms in 2023 Construction Executive , 6.5.23
• Benjamin Sorrell Named Chair Elect of Gulfcoast Legal Services Board Sarasota , 1.31.23
• Shutts & Bowen Elevates Six Attorneys to Partnership 1.30.23
• Benjamin Sorrell to Speak on Panel for the Realtor Association of Sarasota and Manatee County Sarasota , 1.24.23
• John Patterson Named Chair-Elect of the Innocence Project of Florida Sarasota , 1.17.23
• Erik Hanson Named Chair of Lakewood Ranch Business Alliance Board of Directors Sarasota , 1.4.23
• Shutts & Bowen Recognized as “Best Of” by the Daily Business Review Daily Business Review , 11.15.22
• Shutts & Bowen Once Again Ranked Among U.S. News – Best Lawyers® “Best Law Firms” 11.7.22
• Charla Burchett to Present “Planned Giving 201” 10.17.22
• Shutts Recognized by LCLD as 2022 Top Performer and Compass Award Winner 10.17.22
• Shutts & Bowen Attorneys Listed in  Best Lawyers in America®  2023 Edition 8.18.22
• Shutts & Bowen Collects School Supplies for Florida Children 8.11.22
• Shutts Partners Facilitate Mote Transaction for New Science Education Aquarium 8.2.22
• Shutts & Bowen Elects Jennifer Slone Tobin to Executive Committee 7.6.22
• Florida Trend Names Shutts & Bowen Attorneys to 2022 Florida Legal Elite Florida Trend , 6.30.22
• Firm’s Attorney Development Committee Hosts Firmwide Associate Seminar 6.28.22
• Shutts & Bowen Attorneys Recognized by Super Lawyers 6.27.22
• Shutts Attorneys Support Sarasota Tiger Bay Club’s Annual Keynote Event Sarasota , 5.11.22
• James Terpening and Erik Hanson Present CLE to Florida Bar’s RPPTL Construction Law Committee Tampa , 5.10.22
• John Patterson Awarded The Florida Bar Foundation’s 2022 Medal of Honor Sarasota , 4.6.22
• Focus on Women Group Discusses the Road to Partnership 3.24.22
• Charla Burchett Named to Charitable Gift Planners of Southwest Florida’s 2022 Board of Directors Sarasota , 1.24.22
• Erik Hanson Announced to Board of Lakewood Ranch Business Alliance Sarasota , 12.14.21
• Shutts & Bowen Recognized as “Best of” by the DBR for Real Estate Excellence Daily Business Review , 11.22.21
• Collective Giving Model Celebrated by Charla Burchett as Impact100 SRQ Awards $404,000 to Local Non-Profit Grant Recipients  Sarasota , 11.11.21
• Shutts & Bowen Ranked Nationally Among “Best Law Firms” by U.S. News – Best Lawyers® 11.4.21
• Focus on Women Group Discusses the Path to Board Certification 10.21.21
• Charla Burchett Named to Impact100 SRQ Advisory Task Force Sarasota , 10.11.21
• Sarasota’s SRQ Magazine Recognizes Charla Burchett and Erik Hanson Among Elite Top Attorney Honorees SRQ Magazine , Sarasota , 9.8.21
• Shutts & Bowen Recognized by Law360 as a Leader in Diversity Among Law Firms, Partnership Representation Law360 , 8.27.21
• Shutts Team Closes Three Marina Acquisitions in 30 Days 8.25.21
• Shutts & Bowen Attorneys Listed in Best Lawyers in America® 2022 Edition; 6 Attorneys Selected as ‘Lawyer of the Year’ The Best Lawyers in America® , 8.19.21
• Shutts Ranked Among 2021’s Largest Florida Law Firms by Tampa Bay Business Journal Tampa Bay Business Journal , 8.16.21
• Shutts & Bowen Names Jack C. McElroy Firmwide Managing Partner 7.12.21
• Gov. DeSantis Appoints Ashley Hodson to Florida Judicial Nominating Commission Sarasota , 7.8.21
• Shutts & Bowen Attorneys Recognized in Florida Trend’s 2021 Legal Elite Florida Trend , 7.6.21
• Shutts & Bowen Attorneys Recognized as 2021 Super Lawyers and Rising Stars Super Lawyers , 6.24.21
• Chocolates and Conversation: Firm’s Focus on Women Group Holds Summer Social 6.14.21
• Shutts & Bowen Recognized by Construction Executive in the Top 50 Construction Law Firms™ of 2021 Construction Executive , 6.8.21
• Focus on Women Group Discusses Money, Power & Purpose 6.3.21
• Shutts & Bowen Included on 2021 Am Law Diversity Scorecard The American Lawyer , 6.2.21
• Daily Business Review Reports that Shutts & Bowen Led Florida’s Am Law 200 Firms in 2020 Daily Business Review , 5.25.21
• John Patterson Leads Successful Transaction in Sale of Sarasota Landmark, Bijou Café Sarasota , 5.24.21
• Chambers and Partners Recognizes Shutts & Bowen, 19 Attorneys in 2021 Edition Chambers and Partners , 5.24.21
• Shutts & Bowen Once Again Recognized as an Am Law 200 Firm The American Lawyer , 5.20.21
• Firm Website Redesign Honored with Horizon Interactive Award 4.7.21
• Shutts & Bowen Names 6 New Partners 2.1.21
• Shutts’ Focus on Women Group Hosts Rainmaking Seminar for Female Attorneys 1.21.21
• Charla Burchett Appointed Chair of Pines of Sarasota Foundation Board of Directors Sarasota , 1.4.21
• Shutts Sarasota Office Spreads Holiday Cheer with Community Projects Sarasota , 12.14.20
• Sarasota Office “Shutts” Down Hunger with Holiday Fundraiser Sarasota , 11.23.20
• Past SCBA President John Patterson Featured in The Docket The Docket , Sarasota , 11.9.20
• Shutts & Bowen Ranked Nationally Among “Best Law Firms” by U.S. News – Best Lawyers® U.S. News & World Report and Best Lawyers , 11.6.20
• Wealth and Estate Planning Tips to Consider Before the Election Sarasota , 10.23.20
• When Your Estate Plan Includes Real Property Sarasota , 10.22.20
• Game Plan: Who Is On Your Estate Planning Team Roster? Sarasota , 10.21.20
• The Importance of Regular Check-ups for a Healthy Estate Plan Sarasota , 10.20.20
• Erik Hanson Talks Construction Contract Basics with Florida Gulf Coast University Students Sarasota , 9.24.20
• Shutts & Bowen Ranked Among Most Diverse Firms by Law360 Law360 , 9.2.20
• Shutts & Bowen Attorneys Listed in Best Lawyers in America® 2021 Edition; 6 Attorneys Selected as ‘Lawyer of the Year’ 8.20.20
• Erik Hanson to Present on Changing Construction Contracts for COVID-19 Sarasota , 8.18.20
• Shutts & Bowen Attorneys Recognized as 2020 Super Lawyers and Rising Stars Thomson Reuters , 6.4.20
• Shutts & Bowen Recognized as a 2020 AmLaw 200 Firm for Sixth Year in a Row The American Lawyer , 6.3.20
• Shutts & Bowen Once Again Recognized Among Most Diverse Firms in the Country The American Lawyer , 5.28.20
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Sarasota Woman Pleads Guilty To Making A False Statement In A Tax Return

Tampa, Florida – United States Attorney Roger B. Handberg announces that Olga Dedovets has pleaded guilty to one count of making a false statement in a tax return. Dedovets faces a maximum penalty of three years in federal prison. A sentencing date has not yet been set.

According to the plea agreement, Dedovets co-owned and helped to operate a roofing business based in the Middle District of Florida. In November 2018, Dedovets willfully made a false statement in her Individual Income Tax Return Form 1040 for tax year 2017, then signed it, and caused that return to be filed with the Internal Revenue Service. The false statement in that tax return related to income that she and the other owner of the roofing business had earned from that business in 2017. Dedovets failed to report to her tax preparer more than $1 million in income on that 2017 Form 1040, which was income derived from roofing work. Most of that income was concealed in bank accounts which Dedovets did not report to the tax preparer.

This case was investigated by the Internal Revenue Service – Criminal Investigation. It is being prosecuted by Assistant United States Attorney Jay L. Hoffer.

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Sarasota city attorney to prepare a potential ordinance to track political lobbying

Nearly six months after Commissioner Erik Arroyo first raised the proposal, Sarasota leaders will explore an ordinance to regulate political lobbying in city hall after several ethics issues have come up.  

City Attorney Robert Fournier was directed by a 3-2 vote Monday to present a model ordinance to the board. He told the Herald-Tribune that while his mandate from the City Commission lacks specifics and there are many questions from opponents of the proposal to consider, he wants to keep the language as simple as possible.

Fournier said he will probably have something to present to the commission in a few months.

A “Lobbying & Transparency Act” was first proposed by Arroyo at an Oct. 2 meeting. Two days later, in a letter to city officials, Arroyo  outlined  why Sarasota should join the more than 450 cities and counties in the state with a formal lobbying process.

The commissioner envisioned a registration requirement for anyone paid to lobby the city and a requirement that they disclose their client. The information would be kept in a digital, publicly accessible database. 

Both of Arroyo's pushes for a lobbying ordinance came as he faced scrutiny for potential ethics issues. He was investigated by the Florida Department of Law Enforcement in 2023 for his failure to register a charity before accepting contributions.

The investigation was closed after state authorities found "there is no evidence to prove that Erik Arroyo willfully committed a crime" in connection with the charity. The commissioner told the Herald-Tribune he had "clearly made some technical errors" in registering his Sarasota City Foundation, which had accepted donations from local developers.

Arroyo also said he thinks a lobbying ordinance would have saved him from a  recent controversy  in which he was found to be a registered agent for a company involved with the proposal for private development at Ken Thompson Park. The commissioner said he wasn’t aware of developer Jeffrey Koffman’s plans to use the company, Park Golf Entertainment, until it was  reported by the Herald-Tribune . 

In a presentation to city officials Monday, Fournier outlined similar lobbying ordinances he found in other Florida cities. However, some of them went further than he felt the city commission envisioned for its own process – such as itemizing expenses, the amount of money spent lobbying each commissioner and the specific issues being lobbied.   

“What I was thinking of is maybe putting some optional provisions they can discuss,” Fournier said. “I know (the commission) wants it more on the simple side than detailed with numerous requirements. I think they just basically want registration.”     

He will also have to decide if the provisions would only impact city commissioners and staff or include city advisory boards.       

The idea was put on the back burner while the city waited to see if the Florida Legislature would implement a similar law. The “ Government Accountability ” bill, which would have established “requirements for lobbying before counties, municipalities, and special districts that mirror requirements for lobbying the executive branch, such as requiring registration and investigation for noncompliance,” did not pass the state House in this year's session, which concluded last month.   

Opponents of the proposal speaking during the public comment period said those who already want to address the City Commission must identify themselves at meetings. A city "Request to Speak” card includes space to put one’s name, address, phone number, email, who they may represent, and whether they are a city resident.   

However, City Auditor Shayla Griggs said her staff is not required to force potential public commenters to declare all the information.   

“If people decide they don’t want to fill out all of the information, that’s not our job to enforce that. We’re not enforcers,” Griggs told city commissioners.   

Vice Mayor Jen Ahearn-Koch and Commissioner Debbie Trice have consistently opposed the proposal and questioned the necessity of a formalized lobbying program. Ahearn-Koch repeatedly questioned which problems in city hall a lobbying ordinance would fix. Arroyo pushed back, saying that the measure was about improving transparency.   

Ahearn-Koch also worried about an ordinance’s unintended consequences, such as dissuading everyday citizens from addressing city officials. Fournier said he was focused on preventing that from becoming an issue.  

“I will prepare it so that it isn't a restraint on anybody appearing in front of the City Commission. I’m going to put in an exception for citizens who just want to access the commissioner, and they’re not being paid.” Fournier said. “To speak at a commission meeting, there shouldn’t be any prior restraint to register as a lobbyist." 

The city attorney said he wants to focus on regulating communications that precede official meetings.  

Arroyo also made clear in his proposal and at Monday’s City Commission meeting that those who are not being paid or are “voicing concerns on their behalf or on behalf of the general community” would not need to register. He also said that lobbying of city staff may be unknown to the commissioners or city residents without a formal tracking system.   

“We have heard concerns from some of our residents that there is so much going on before something comes to us,” Arroyo said at Monday’s meeting. “It’s all public record, but unless we knew to ask for it, there’s no way this would be brought to our attention.”   

Carnage on Florida roads: Deadly weekend raises concerns about highway safety

After a deadly weekend on Manatee and Sarasota County roads that left at least four dead and three people injured, law enforcement officials are urging drivers to be vigilant.

Between March 22 and March 25, there were at least four traffic-related crashes in Manatee and Sarasota counties with multiple fatalities and injuries, according to the Florida Highway Patrol. The crashes, three in Manatee County and one in Sarasota County, appeared to be a part of a trend of fatal traffic crashes in the region during the four days.

Troopers were also investigating two separate hit-and-runs in Collier and Highlands counties that killed two bicyclists. Media reports indicate there were three other vehicle crashes in Pasco, Polk and Hillsborough counties during the same weekend that led to more deaths, including a hit-and-run incident that killed an Alabama man visiting family.

"In all honesty, we have crashes all the time, it's just this weekend we had crashes that rose to the level of individuals losing their life," FHP Trooper Lt. Greg Bueno said.

Previous reporting: Troopers investigate 3 fatal Manatee County crashes within 12 hours. Here's what to know.

More: Sarasota, Manatee County Sheriff’s Offices to join in statewide teen driving challenge

Bueno said it's possible that the number of crashes could be because of the influx of visitors in the area, including spring break and peak tourist season.

One local defense attorney thinks the increase could be because of a shortage of troopers on Florida state roads and interstates, spreading troops thin as they react to crashes rather than proactive measures. It's also possible a lack of attentiveness from drivers behind the wheel could be a factor.

Despite the weekend spike, the Florida Highway Safety and Motor Vehicle's crash dashboard indicates that the number of total crashes in Florida has been on a slight decline since 2018.

Yet, roadway fatalities are on the rise. In 2018, there were about 2,917 fatal crashes across the state. In 2023, fatal crashes rose to 3,189.

In 2023, the recorded number of total crashes in Sarasota County was 6,820 with 58 fatalities and 4,026 injuries. The year before that, Sarasota County had 7,067 crashes with the same number of fatalities and slightly more injuries.

Manatee County had 6,414 crashes with 72 fatalities and 4,611 injuries in 2023 and 6,386 crashes with 69 fatalities and 5,095 injuries the year prior.

The Sarasota County Sheriff's Office had deputies assist with one of the fatal car crashes on March 24 when a single pickup truck overcorrected and hit a guardrail before ejecting both occupants , killing a Sarasota man and injuring the 49-year-old driver.

SCSO spokesperson Dana Judge said in an emailed response to the Herald-Tribune that the Sheriff's Office can't comment about the possible "spike" of crashes that occurred recently as they don't have the data yet.

"There are certainly a lot of vehicles on our roadways this time of year with peak tourist season, so that could potentially be connected," Judge said in the email. "Still, without the data, we cannot say anything for sure."

What we know about the crashes in Manatee, Sarasota counties

Florida Highway Patrol troopers and Sarasota County Sheriff's Office deputies were called to a crash scene on Fruitville Road at Springbrook Farm Road in Sarasota County on March 24, according to a SCSO news release.

The crash occurred around 7:20 p.m. when a pickup truck, driving east on Fruitville Road, drove off the roadway and overcorrected to the left. The truck drove back across the roadway, colliding with the guardrail before overturning onto the north shoulder, according to an FHP release.

Both the driver, a 49-year-old Myakka woman, and the passenger, a 53-year-old Sarasota man, were ejected from the truck due to not wearing seatbelts. The 53-year-old man was transported to an area hospital where he died due to critical injuries, according to the news release.

Earlier morning on March 24 at around 1:52 a.m., troopers were called to a three-vehicle crash on Interstate 75 that left one man dead, and a 23-year-old woman critically injured after a 32-year-old man from Wimauma drove the wrong way on the Interstate.

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Around 12:35 a.m., troopers responded to a single-vehicle crash in Palmetto after a sport utility vehicle collided with a utility pole near I-75 after the truck didn't quite make a curve. The driver, whose identity has not been released pending notification of next of kin, was pronounced dead at the scene.

Troopers are also investigating a hit-and-run in Manatee County that occurred at night on March 22 on State Road 70 near Caruso Road that killed a 28-year-old bicyclist who was crossing within the pedestrian crosswalk and was thrown from his bike due to the impact.

After the collision, the driver of the red sedan fled the scene, according to a Florida Highway Patrol report. The bicyclist sustained serious injuries and was transported to Blake Hospital where he was pronounced dead.

On March 24, the FHP Traffic Homicide Division said it had located and impounded the suspected hit-and-run car from a home in Manatee County. No further details have been released.

Why have there been so many crashes and how can they be prevented

One local defense attorney, who has been practicing in the area for 20 years, raised concerns about road safety due to law enforcement being thinly stretched across the state from having troopers reassigned to different areas within and outside of Florida.

David Haenel, an attorney at The Law Place, said that if law enforcement is stretched thin, there's no proactive enforcement but more reactive measures. He added that troopers are being pulled in a million different directions trying to keep roadways safe.

"What you have is a rise in population since COVID, you have more people moving here, and you have less ability for proactive enforcement because you have fewer troopers available, so this is the effect that we're seeing at least in the Twelfth Judicial Circuit, which is Manatee, Sarasota, and DeSoto counties," Haenel said.

A possible shortage of troopers within Florida wouldn't be a new issue, but one that has plagued the agency for almost two decades, according to previous reporting.

In 2008, a Herald-Tribune article focused on one lawmaker raising concerns about FHP staffing levels following a chain-reaction pileup on Interstate 4 in Polk County that claimed the lives of four people and injured 38 and indicated the agency was dealing with staffing shortages 16 years ago.

The story reported that the number of FHP officers in January 2008 — 1,600, with 150 positions vacant — was roughly the same as a decade ago, when the state had 1,740 troopers.

Currently, FHP is authorized for 1,982 sworn positions and 514 non-sworn positions, according to Bueno. However, it's not clear how many of those positions are currently vacant, and a records request for the information from the Florida Department of Highway Safety and Motor Vehicles has not yet been returned as of Wednesday.

Gov. Ron DeSantis has committed to sending more Florida law enforcement to Texas to help with the  fight against illegal immigration .

At a press conference outside the Florida Department of Law Enforcement office in Pensacola in February, DeSantis announced he was sending 76 FHP troopers and 50 additional members of the Florida National Guard to Texas.

Florida has already deployed over 100 Florida Department of Highway Safety and Motor Vehicle troopers to the border, along with 200 Florida Department of Law Enforcement agents, more than 700 guardsmen, and 20 Florida Fish and Wildlife Conservation Commission officers, according to reporting by the Pensacola News Journal .

Haenel said that despite the governor's efforts with raises and bonuses over the last few years to help with recruiting troopers to Florida, it's not been enough to retain them in the agency.

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"Then they jump ship," Haenel said. "So, you have individuals that really wanted to do traffic enforcement, and the next thing you know, they say, 'I can get a raise of 20K if I jump ship and go to a local Sheriff's Department.'"

While Bueno couldn't comment about whether there is a shortage of troopers in the state, he said that when troopers aren't responding to traffic crashes, they're going out to proactively enforce Florida traffic law.

"That's our duty and what we took a sworn oath to do," Bueno said.

Bueno emphasized that road safety also comes down to the individuals who get behind the wheel.

"What it all comes to is, again, a reminder to all motorists to be responsible behind the wheel, be well rested, sober, distracted-free and abiding by all traffic laws because we have pedestrians, bicyclists and motorcycles all sharing the same roadways, along with 22 million of our other Floridians and millions of visitors from out of state," Bueno said. "So, at the end of the day, we all have to be responsible and on our best behavior and making good choices 100% of the time, anytime driving a vehicle."

Other local agencies also play a part in helping to address road safety, including the Sarasota County Sheriff's Office and the Sarasota Police Department.

SCSO spokesperson Judge said that the department's traffic unit does periodic enforcement projects focused on areas where they have received complaints. She added that SCSO continues to work on several grant-funded projects that allow for extra enforcement within the county, including initiatives focused on construction zones, interstate speeding and aggressive driving.

Bueno said that at the end of the day, law enforcement needs the public's help in keeping Florida roadways safe. This includes having dinner conversations with young drivers about driving safely and holding family members and friends accountable, especially if you're a passenger in the car and notice them texting and driving.

"State troopers can't be everywhere, and, you know, it comes down to, we have a large volume of traffic traveling on all our roads every day," Bueno said. "And we have to take driving seriously ... we want to do everything in our power to mitigate as much as possible."

Gabriela Szymanowska covers the legal system for the Herald-Tribune in partnership with Report for America. You can support her work with a  tax-deductible donation to Report for America . Contact Gabriela Szymanowska at  [email protected] , or on X: @GabrielaSzyman3.

Sarasota city attorney recommends Arroyo abstain from future Ken Thompson Park votes

A fter a Herald-Tribune inquiry found that Sarasota City Commissioner Erik Arroyo is a registered agent for a developer he brought to City Hall to pitch a private development at Ken Thompson Park, City Attorney Robert Fournier has told Sarasota officials the commissioner should recuse himself from votes on the proposal's future.

In a  memorandum  to the City Commission sent on Thursday, Fournier concluded that Arroyo's relationship with developer Jeffrey Koffman constitutes a conflict of interest. He also said Arroyo should have disclosed his business relationship to the board before it considered the proposal at a February meeting.

Since Arroyo is a registered agent for Park Golf Entertainment, which Koffman said would be involved in his plan for the park, "it is my opinion that he should declare a conflict of interest and not participate in the Final Vote," Fournier wrote.

In the city attorney's legal opinion, a vote by Arroyo to approve the park project would violate two Florida statutes.

In the case of one − Sec. 112.3143(3) − the commissioner would experience a "special private gain or loss" because he is the registered agent of Park Golf Entertainment, which Fournier wrote "will be the principal entity involved in the creation and management of whatever proposal might be approved for Ken Thompson Park..."

The second involves the "Conflicting employment or contractual relationship" statute, which prohibits public officials from having employment or contractual relationships with businesses regulated by or doing business with their agency. Fournier concluded that under the statute's language, Arroyo would have a contractual relationship with Park Golf Entertainment.

"This means that it would be a violation of Florida Statutes for Commissioner Arroyo to serve on the City Commission and for his firm to simultaneously have a business entity as a client if that entity is going to be a party to a lease or contract approved by the City Commission," Fournier wrote.

Fournier told the Herald-Tribune in an interview that the "special gain or loss" clause also extends to Koffman and his company since they would stand to gain from their proposed "public-private partnership" with the city.

Fournier also said although he didn't think Arroyo's initial vote to bring the topic to the Parks, Recreation & Environmental Protection Advisory Board for review constituted an ethical violation, it would have been "better practice" for the commissioner to inform the city of the business relationship beforehand.

The parks advisory board will consider the issue at a meeting on April 18.

Fournier made clear that his recommendation is not the final authority on the matter and that any citizen unsatisfied with what has happened to date or what may happen going forward may file a complaint with the Florida Commission on Ethics, which would have more legal authority to weigh in.

Arroyo did not respond to a request for comment. In his only public statement on the matter, the commissioner insisted that Ride Entertainment was the company proposing the development project, which he said has "no overlap" to the Koffman companies he's connected to.

"I've since learned that Ride Entertainment may be either changing its name or doing business with another entity that my law firm acts as a registered agent for," Arroyo said.

Fournier disagreed in his memorandum; which is not scheduled for a discussion at Monday's City Commission meeting.

Koffman also told the  Sarasota Observer  he wants to rebrand Ride Entertainment Sarasota into Park Golf Entertainment and told the Herald-Tribune that his plans for the park include Park Golf Entertainment — the exclusive marketing arm for park golf in the United States. He was brought to City Hall by Arroyo in February  to pitch a plan for private development at Ken Thompson Park  that involved his company developing attractions on the property, with a profit-sharing proposal he has yet to outline.

The developer envisioned the main attraction as a course for "park golf," a Japanese-originated game. Koffman said the game was aimed at an older demographic, and he thought Sarasota was the right place for it to become the sport's national center. Koffman also said he wanted to use paid attractions at the park — such as park golf — to pay for improved, free amenities there.

This article originally appeared on Sarasota Herald-Tribune: Sarasota city attorney recommends Arroyo abstain from future Ken Thompson Park votes

• The Buzz on Florida Politics

Florida lawmaker tapped as next president of State College of Florida, Manatee-Sarasota

• News Service of Florida

TALLAHASSEE — Tommy Gregory, a lawyer and Air Force veteran who is chairperson of the state House Judiciary Committee, was named Friday as the next president of State College of Florida, Manatee-Sarasota.

Gregory, R-Lakewood Ranch, was chosen by the school’s Board of Trustees to succeed President Carol Probstfeld, who announced last year that she will retire July 1. The board also considered two other finalists after a monthslong search.

“The college has great momentum to continue its successful path forward,” Probstfeld, who has served as president since 2013, said in a prepared statement. “I look forward to working with Tommy as I transition to retirement and to helping the college community prepare to welcome the new president.”

A news release from the college said the “next step” is to finalize a contract, with the goal for Gregory to begin the position on July 1.

Gregory, who was first elected to the House in 2018, is the second lawmaker tapped to become a state college president in the past year. South Florida State College trustees in June selected St. Cloud Republican Fred Hawkins to serve as the school’s president.

The finalists for the State College of Florida, Manatee-Sarasota job took part in campus forums in late March, and Gregory touted his two decades in the Air Force. He said that included serving as an instructor and course director.

“I personally prepared 2,000 students for a variety of paths that they were going to accomplish in the military, including deployments,” Gregory said during a March 26 forum at the college’s Venice campus,

Gregory said a president of the college would have to be active in the surrounding community.

“I think the more that we advertise successes out there in the community, the more we attract students,” Gregory said.

Gregory, a graduate of the U.S. Air Force Academy and the University of Texas School of Law, said being a lawmaker “wasn’t in my career plan.”

“It’s similar, actually, to serving as the president of a college,” he said during the forum. “You’re serving the community. You’re meeting people and networking in the community to find out what the needs are.”

Gregory said being a lawmaker has given him extensive experience in fundraising and that his knowledge of the state budget process would help him succeed as a college president.

The other finalists for the job were Martyn Clay, president of Hillsborough Community College’s Plant City campus, and Anthony Iacono, president of County College of Morris in New Jersey.

Gregory last year opened a campaign account to run again in November in Manatee County’s House District 72. No other candidates had filed paperwork to run for the seat as of Friday afternoon, according to the state Division of Elections website.

By Jim Saunders and Ryan Dailey, News Service of Florida

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Trump Sues Truth Social Company Co-Founders to Zero Them Out (1)

By Jef Feeley

Donald Trump has sued two co-founders of his newly public Trump Media & Technology Group Corp. , claiming they set the company up improperly and shouldn’t get any stock in it.

In the latest legal skirmish over who gets how much of the hot but flailing meme stock, Trump alleges that Andy Litinsky and Wes Moss violated an agreement about the setup and don’t deserve their 8.6% stake, currently valued at $606 million.

The lawsuit , which was filed on March 24 in Florida state court and hasn’t previously been reported, comes after the pair brought their own suit against the former president in Delaware Chancery Court over their promised stake in the social media company.

The legal fight is playing out amid wild swings in shares of Trump Media, which began trading last week after it merged with a special purpose acquisition company, known as a SPAC. The stock dropped 21% Monday after Trump Media disclosed in a securities filing a $58 million loss and a relative trickle of revenue for 2023, and reiterated a warning that it needed the money from the SPAC deal to keep operating.

The stock was up 6.1% at $51.63 at 3:53 p.m. in New York on Tuesday.

Trump claims Litinsky and Moss failed to properly set up the corporate governance structure of Trump Media, launch his Truth Social platform and find an appropriate merger partner. That failure hurt the company, he argues. He says they then “began ceaseless attempts to thwart” the blank check deal in the struggle for their respective stakes. In their own suit, the two say Trump was planning to seek millions of extra shares, diluting their stake.

Lawyers for Litinsky and Moss didn’t return emails seeking comment on Trump’s suit.

Read More: Trump’s Net Worth Drops $1 Billion as Social Media Firm Sinks

Trump, the presumed Republican nominee in November’s presidential election, has seen his net worth soar due to his Trump Media stake, which he could ultimately use to pay off hundreds of millions of dollars in legal judgments against him — though he is currently unable to sell those shares for six months due to a lockup. Even with its slump, Trump Media currently has a market capitalization of $7.05 billion, and the larger his piece of it, the more money he could get. If the shares spiral, his payout would shrink.

Trump owns 57% of the company, according to the filings with the US Securities and Exchange Commission, with his stake now worth $4.02 billion on paper.

Read More: Keeping Up With the Trump Trials

The Delaware judge, Sam Glasscock III , declined to fast-track Litinsky and Moss’s suit after Trump’s lawyers agreed to avoid lessening the value of their shares. But at a hearing Monday the pair told the judge they plan to seek an order barring the Florida suit from going forward while they litigate claims that Trump planned to target their stake all along.

The judge said he was “gobsmacked” to learn of Trump’s Florida suit — which he filed instead of bringing counterclaims against the two in Glasscock’s own courtroom — and would consider possible sanctions against the former president in the Delaware case.

The Florida case is Trump Media & Technology Group v. United Atlantic Ventures, Florida Circuit Court, 12th Judicial Circuit (Sarasota).

(Adds current value of stake held by Litinsky and Moss in second paragraph and stock action in fifth.)

--With assistance from Bailey Lipschultz .

To contact the reporter on this story: Jef Feeley in Wilmington, Delaware at [email protected]

To contact the editors responsible for this story: Misyrlena Egkolfopoulou at [email protected]

Peter Jeffrey

© 2024 Bloomberg L.P. All rights reserved. Used with permission.

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