If you are planning to raise capital for your business through a private offering, there is a term in the federal securities laws you absolutely need to understand: “bad actor.”

If you operate a business in Florida, you may have heard the terms “fictitious name,” “DBA” (doing business as), or “trade name.” These terms are often used interchangeably, but in Florida the formal legal concept is the fictitious name, governed by the Florida Statutes.

For emerging companies, raising capital in compliance with U.S. securities laws can feel like navigating a maze. Traditional registered public offerings are costly and time-intensive, while private placements restrict the investor pool.

Raising capital is one of the most important — and legally complex — steps in the life of a startup or small business. While many founders are familiar with federal securities laws, fewer understand the critical role of state securities regulations, commonly known as Blue Sky laws.

Private Investment in Public Equity, better known as a PIPE, is a financing structure frequently used by small and mid-cap public companies to raise capital quickly and by sophisticated investors to obtain discounted equity with negotiated protections.

In late 2025, SEC Chairman Paul S. Atkins signaled a major shift in the Commission’s policy agenda with a clear goal: “Make IPOs Great Again.”

Florida is on the verge of joining a growing number of states that authorize Series Limited Liability Companies (Series LLCs). For business owners, real estate investors, fund sponsors, and family offices, this development has the potential to be transformative. For the unwary, however, it also introduces meaningful legal, tax, and securities-law pitfalls.

Since the original drafting of the New York LLC Transparency Act (“NYLTA”), several developments — most notably changes to the federal Corporate Transparency Act (“CTA”) regime and a gubernatorial veto — have dramatically limited the state law’s scope. This post breaks down the current state of the law for entrepreneurs and small business owners.

Florida has long been one of the more employer-friendly states when it comes to enforcing non-compete agreements. That reputation was cemented—and meaningfully expanded—with the enactment of Florida’s CHOICE Act (the Contracts Honoring Opportunity, Investment, Confidentiality, and Economic Growth Act).

When you’re raising capital for your business - whether you have a pre-revenue startup or are a well-established and growing enterprise, one of the first - and most important questions to ask is: “Am I dealing with a security?”