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Portfolio Archive - Prell Spearing Law Firm


Navigating Business Sales: Ensuring a Smooth Transition and Securing Your Legacy

At Prell Spearing Law Firm, we understand that the sale of a business is not just a transaction, but a pivotal moment that reflects years of hard work, dedication, and the aspiration to move forward or pass on a legacy.

Our expertise in real estate, construction law, estate planning, and litigation, combined with a commitment to trust, integrity, and the innovative use of technology, positions us as your ideal partner in navigating the complexities of business sales. Below, we explore what business sales involve, their importance, and how our firm can guide you through this significant process.

Understanding Business Sales

A business sale involves transferring ownership of a business from one party to another. This can include the sale of assets such as property, equipment, and inventory, or the sale of shares if the business is incorporated. The process encompasses various stages, from valuation and marketing to negotiation, due diligence, and the final transfer of assets or shares.

Why Are Business Sales Necessary?

Business sales occur for several reasons, each reflecting the unique circumstances and goals of the business owner. These reasons may include retirement, the desire to pursue new ventures, health issues, partnership disputes, or simply the decision to cash in on the investment. Regardless of the reason, a business sale can offer a strategic exit for owners to realize their investment’s value and potentially create opportunities for the business to thrive under new ownership.

How Prell Spearing Law Firm Can Help

Our approach is rooted in old Florida values of personal service and professionalism, blended with a forward-thinking perspective. Here’s how we can assist you in the business sale process:

  • Strategic Planning: We help you prepare for the sale, ensuring that your business is presented in the best possible light. This includes advising on valuation methods, improving business processes, and addressing any legal issues that could affect the sale.
  • Legal Expertise: From drafting the initial sale agreement to negotiating terms and managing due diligence, our team provides comprehensive legal support. We ensure that every aspect of the sale is meticulously covered, protecting your interests and facilitating a smooth transition.
  • Technology-Driven Efficiency: Utilizing the latest legal technology, we streamline the sales process, making it more efficient and reducing the stress and time commitment for you.
  • Bilingual Support: Reflecting our commitment to inclusivity, we offer services in both English and Russian, ensuring clear communication and understanding throughout the sale process.

Selling your business is a significant decision that requires careful consideration and expert guidance. At Prell Spearing Law Firm, we are dedicated to supporting you at every step, ensuring that your business sale is executed professionally, efficiently, and with the utmost attention to your goals and interests. Contact us today to discover how we can help you navigate the complexities of selling your business, securing your legacy, and moving forward with confidence.

Mastering Business Negotiations: Strategies for Success

In the dynamic landscape of modern business, effective negotiation is not just a skill—it’s an essential strategy that can define the success and growth of your enterprise. At Prell Spearing Law Firm, we combine our deep-rooted commitment to trust and integrity with our expertise in real estate, construction law, estate planning, and litigation, to offer strategic negotiation support that protects your interests and propels your business forward.

This guide explores the essence of business negotiations, their significance, and how our firm can be a pivotal ally in navigating these crucial conversations.

What Are Business Negotiations?

Business negotiations are strategic discussions between parties seeking to reach an agreement that serves their mutual interests. These negotiations can encompass a wide range of topics, including contracts, pricing, terms of sale, partnerships, and dispute resolutions.

Effective negotiation requires a blend of communication, strategic thinking, and legal insight to achieve outcomes that are beneficial and fair.

The Importance of Skilled Negotiations

  1. Value Maximization: Skillful negotiation ensures that you maximize the value you receive from agreements, whether it’s securing favorable terms, better pricing, or essential warranties and guarantees.
  2. Risk Mitigation: By addressing potential issues and clarifying terms upfront, effective negotiation can significantly reduce legal and financial risks.
  3. Relationship Building: Negotiations are not just about winning; they’re about finding common ground. Successfully navigating negotiations can lead to long-term partnerships and opportunities.
  4. Conflict Resolution: In situations where disputes arise, adept negotiation can provide a pathway to resolution without the need for costly litigation.

How Prell Spearing Law Firm Can Assist

  • Preparation and Strategy: Our team works closely with you to prepare for negotiations, developing a comprehensive strategy that aligns with your business objectives. This includes understanding the legal landscape, identifying strengths and weaknesses, and anticipating the other party’s needs and potential concessions.
  • Expert Representation: With a wealth of experience in complex negotiations across our specialties, we represent your interests with professionalism and zeal. Our attorneys are skilled in the art of persuasion, ensuring your position is presented compellingly and effectively.
  • Legal and Technical Insight: Leveraging our deep legal expertise and the latest in legal technology, we provide insights that can give you an edge in negotiations. From drafting precise legal documents to analyzing contracts and proposals, we ensure every detail is accounted for.
  • Bilingual Support: Reflecting our inclusive approach, we offer negotiation support in both English and Russian, ensuring that language barriers do not impede your business goals.

Negotiating successfully in the business world requires more than just legal knowledge; it demands a strategic partner who understands the nuances of your industry and the intricacies of the law.

At Prell Spearing Law Firm, we are committed to being that partner. Our approach, which blends traditional values with modern innovation, is designed to navigate the complexities of business negotiations, ensuring that your interests are protected and your business objectives are met.

Whether you’re entering into a new partnership, negotiating a contract, or resolving a dispute, our team is ready to support you with strategic advice and expert representation. Contact us today to learn how we can help you achieve successful outcomes in your business negotiations, fostering growth and stability for your enterprise.

Understanding Partnership Agreements: Navigating the Legal Foundation of Business Partnerships

At Prell Spearing Law Firm, we recognize the importance of establishing solid foundations for business partnerships. Partnership agreements stand at the core of these relationships, providing a clear roadmap for managing operations, resolving disputes, and guiding the partnership towards success. Our commitment to trust, integrity, and leveraging technology allows us to offer unparalleled support in crafting these essential agreements. Here, we delve into what partnership agreements are, their necessity, and how our expertise ensures their effectiveness for your business.

What Are Partnership Agreements?

A partnership agreement is a legal contract between two or more individuals or entities who agree to conduct a business together. It outlines the rights, responsibilities, profit and loss distribution of each partner, and the rules for managing and operating the business. Unlike verbal agreements, a written partnership agreement offers a clear, legally binding document that prevents misunderstandings and conflicts among partners.

Why Are Partnership Agreements Necessary?

Clarity and Direction: They provide a clear understanding of each partner’s role and expectations, helping to align visions and efforts towards common business goals.

Dispute Resolution: With predefined mechanisms for resolving disagreements, partnership agreements minimize the risk of conflicts escalating, ensuring that the business can continue to operate smoothly even when disputes arise.

Protection of Interests: These agreements protect the interests of each partner, detailing processes for handling the departure, death, or incapacity of a partner, safeguarding the business’s continuity and each partner’s investment.

Legal Requirements: In some jurisdictions, having a formal partnership agreement is a legal requirement. Even when not mandated by law, it serves as a crucial document in legal disputes or when dealing with external stakeholders like banks or investors.

How Prell Spearing Law Firm Can Help

Our approach combines old Florida values with the innovative spirit of modern legal practice. Here’s how we can assist in putting a partnership agreement in place:

Tailored Agreements: We understand that each business is unique. Our team crafts customized partnership agreements that reflect the specific needs, goals, and dynamics of your partnership.

Comprehensive Protection: Leveraging our expertise in real estate, construction law, estate planning, and litigation, we ensure that your partnership agreement covers all necessary legal grounds, offering comprehensive protection and peace of mind.

Technology-Driven Solutions: By incorporating the latest in legal technology, we streamline the agreement creation process, making it more efficient and less cumbersome for our clients.

Bilingual Support: Reflecting our inclusive approach, we offer services in both English and Russian, ensuring clear communication and understanding for all partners involved.

Establishing a partnership agreement is a critical step in building a successful business relationship. At Prell Spearing Law Firm, we are dedicated to guiding you through this process with professionalism, attention to detail, and a deep understanding of the legal landscape. Whether you are forming a new partnership or revisiting an existing agreement, our team is here to ensure your partnership is set on a solid legal foundation. Contact us today to learn how we can support your business’s growth and success through effective partnership agreements.

Shareholder Agreements: Navigating the Essentials

When it comes to the stability and governance of a corporation, shareholder agreements play a pivotal role. These legally binding documents outline the rights, responsibilities, and expectations of shareholders, setting the groundwork for a harmonious business operation. Prell Spearing Law Firm emphasizes the importance of these agreements in ensuring the long-term success and clarity within your business venture. Let’s delve into the crucial aspects of shareholder agreements and why they warrant careful consideration.

What They Are

  • Legal contracts among shareholders of a corporation.
  • Define the operational framework, share ownership, and management decisions.

Their Purpose

  • Establish guidelines for business operations and shareholder relationships.
  • Prevent disputes by setting clear rules for financial and management decisions.

How They Work

  • Dictate terms for the transfer of shares, such as buy-sell agreements and first right of refusal.
  • Outline procedures for resolving disputes, electing directors, and making significant business decisions.

Why They Are Important

  • Protection of Minority Shareholders: Ensure fair treatment and prevent majority rule from overpowering minority interests.
  • Business Continuity: Provide a roadmap for succession planning and unforeseen circumstances affecting shareholders.
  • Clarity and Stability: Offer a clear framework for decision-making and operations, reducing the potential for internal conflicts.


  • Share Valuation: Methods for assessing share value during buyouts or sales.
  • Transfer Restrictions: Conditions under which shares may be transferred, ensuring the company remains in the hands of chosen individuals or entities.
  • Conflict Resolution: Mechanisms for addressing disputes among shareholders to avoid litigation.

Tax Implications

  • Shareholder agreements can influence personal and corporate tax responsibilities, particularly in the context of share transfers and distributions.
  • The structure of buy-sell agreements within shareholder contracts may have significant capital gains tax considerations.

The Complexity and Need for Expert Guidance

Crafting a shareholder agreement is not a one-size-fits-all process; it requires a deep understanding of the business’s unique needs, the shareholders’ objectives, and the potential legal and tax implications. The complexity of these agreements lies not only in their creation but also in ensuring they are robust enough to withstand future challenges and changes in the business landscape.

At Prell Spearing Law Firm, we understand the intricacies of shareholder agreements and the critical role they play in the success of your corporation. Our expertise in real estate, construction law, estate planning, and litigation equips us with a comprehensive perspective to advise and support your business needs.

Partner with Prell Spearing Law Firm

To navigate the complexities of shareholder agreements and secure your business’s future, contact Prell Spearing Law Firm. Our dedicated team is ready to provide the personalized guidance and legal expertise you need to draft, review, and implement effective shareholder agreements. Together, we can ensure that your business is built on a foundation of clarity, stability, and mutual respect among shareholders.

Choosing the Best Legal Structure for Your Business


When launching a business, one of the most critical decisions you will make is selecting the appropriate legal structure. This choice impacts your tax obligations, personal liability, and the amount of paperwork you’ll need to manage. While there’s a wealth of information available, navigating the complexities of business formation can be daunting. Understanding the nuances of each structure is crucial to making an informed decision that aligns with your business goals and needs. Below, we outline the most common legal structures, including their pros and cons, to help guide your decision. However, remember that while this guide serves as a starting point, consulting with an attorney from Prell Spearing Law Firm can provide personalized advice tailored to your unique situation.

Sole Proprietorship


  • Simplicity: Easy to establish with minimal paperwork and low start-up costs.
  • Control: Sole proprietors have complete control over their business decisions.
  • Tax Benefits: Profits are taxed once as personal income, avoiding corporate tax rates.


  • Unlimited Liability: Personal assets are at risk if the business incurs debt or legal actions.
  • Funding: It can be harder to secure business loans or investments as a sole proprietor.

Tax Structure & Liability: Sole proprietorships offer a pass-through tax advantage but come with the drawback of personal liability for business debts.



  • Shared Responsibility: Partners can share the financial and operational burden.
  • Tax Advantages: Profits and losses pass through to personal income, avoiding corporate taxes.
  • Ease of Formation: Less formal paperwork than corporations.


  • Joint Liability: Each partner can be held liable for the business’s debts and actions of the other partners.
  • Disputes: Potential for disagreements among partners over business decisions.

Tax Structure & Liability: Partnerships enjoy pass-through taxation but face joint and several liabilities, making personal assets vulnerable.

S Corporation


  • Tax Benefits: Avoids double taxation on dividends, with profits taxed at the individual level.
  • Limited Liability: Shareholders’ personal assets are protected from business debts.
  • Investment Attractive: Can attract investors through the sale of shares.


  • Restrictions: Limits on the number of shareholders, who must be U.S. citizens or residents.
  • Regulatory Requirements: More paperwork and formalities, including bylaws and annual meetings.

Tax Structure & Liability: S Corps combine pass-through taxation with the liability protection of a corporation.

C Corporation


  • Limited Liability: Shareholders are not personally liable for business debts.
  • Growth Potential: Easier to raise capital through the sale of stock.
  • Perpetual Existence: The corporation can continue beyond the owners’ involvement.


  • Double Taxation: Profits are taxed at both the corporate level and again as shareholder dividends.
  • Complexity: Requires extensive record-keeping, regulatory compliance, and potential for more governmental oversight.

Tax Structure & Liability: C Corps offer limited liability but face double taxation, impacting take-home profits.

B Corporation


  • Mission-Driven: Aligns profit goals with social and environmental responsibility.
  • Brand Trust: Can enhance reputation and customer loyalty.
  • Attract Investors: Appeals to socially-conscious investors.


  • Certification Process: Must meet rigorous standards of social and environmental performance, accountability, and transparency.
  • Potentially Higher Costs: Achieving and maintaining B Corp certification can be costly.

Tax Structure & Liability: Similar to C Corps in taxation and liability, but with an added layer of purpose and accountability.

Limited Liability Company (LLC)


  • Flexibility: Can choose between pass-through taxation or corporate taxation.
  • Limited Liability: Protects personal assets from business debts.
  • Fewer Formalities: Less regulatory paperwork than corporations.


  • Varying State Laws: Rules and regulations for LLCs can differ significantly by state.
  • Self-Employment Taxes: Members might be subject to self-employment taxes on profits.

Tax Structure & Liability: LLCs offer a flexible tax structure and limited liability, balancing ease of operation with protection for members.

The Need for Professional Guidance

Choosing the right business structure is a nuanced decision that can significantly affect your legal responsibilities, tax obligations, and personal liability. While the above information provides a foundational understanding, the intricacies of each option can lead to confusion and uncertainty.

At Prell Spearing Law Firm, we understand the complexities of business formation and are committed to guiding you through every step of the process. Our expertise in real estate, construction law, estate planning, and litigation, combined with our commitment to trust, integrity, and leveraging technology, positions us uniquely to support your business goals.

Let’s Build Your Business Together

Don’t navigate the complexities of business formation alone. Contact Prell Spearing Law Firm to ensure your business is built on a solid legal foundation. With our personalized approach and commitment to your success, we’ll help you choose the best legal structure for your business and provide the ongoing support you need to thrive.

Understanding 1031 Exchanges: A Vital Tool for Savvy Real Estate Investors

In the ever-evolving landscape of real estate investment, a 1031 exchange stands out as a powerful strategy for deferring capital gains taxes on property sales. Named after Section 1031 of the U.S. Internal Revenue Code, this tool allows investors to reinvest the proceeds from the sale of one investment property into another, deferring tax payments in the process.

Prell Spearing Law Firm, with its expertise in real estate and construction law, offers invaluable guidance on navigating the complexities of 1031 exchanges. This article delves into what 1031 exchanges are, their tax benefits, advantages, disadvantages, and why enlisting an attorney is crucial for a successful exchange.

What is a 1031 Exchange?

A 1031 exchange, also known as a like-kind exchange, permits real estate investors to postpone paying capital gains taxes on a property sale if the proceeds are reinvested in a similar property.

This process is not a tax evasion mechanism but a tax deferral strategy that encourages investment in the real estate market.


Tax Benefits

The primary benefit of a 1031 exchange is the deferral of federal income taxes. Without this provision, investors would need to pay taxes on the capital gains from the sale of their property, which can significantly reduce the funds available for reinvestment. By using a 1031 exchange, investors can leverage the full power of their capital gains, fostering greater growth and diversification in their investment portfolios.


  • Tax Deferral: Allows investors to use all of their capital gains for reinvestment rather than paying a portion in taxes.
  • Portfolio Growth: Investors can leverage the tax savings to purchase more valuable properties, accelerating portfolio growth.
  • Diversification: Enables investors to diversify their portfolios by acquiring different types of investment properties across various locations.


  • Complex Rules: The IRS has strict rules regarding what qualifies as a like-kind property and the timelines for identifying and closing on new properties.
  • Time Constraints: Investors have a limited window to identify potential replacement properties (45 days) and complete the purchase (180 days), which can be challenging in competitive markets.
  • Liquidity: Since the capital gains must be reinvested, a 1031 exchange does not provide liquidity to the investor.

How 1031 Tax Deferred Exchanges Work

The process begins when the investor sells a property, and the proceeds are transferred to a qualified intermediary, rather than the investor, to avoid constructive receipt of funds. The investor then identifies one or more replacement properties within 45 days and completes the purchase within 180 days. The intermediary transfers the funds to the seller of the replacement property, completing the exchange.

The Importance of an Attorney

Navigating a 1031 exchange requires meticulous attention to detail and a thorough understanding of tax law. An attorney specialized in real estate and tax law can provide critical guidance on:

  • Compliance: Ensuring all IRS regulations are met to qualify for tax deferral.
  • Documentation: Properly documenting the exchange to withstand IRS scrutiny.
  • Strategic Planning: Advising on the selection of replacement properties and structuring the transaction to maximize benefits.

Prell Spearing Law Firm is adept at guiding clients through the intricacies of 1031 exchanges. Our expertise ensures that investors not only comply with all legal requirements but also optimize their investment strategies for long-term success.


A 1031 exchange is an essential strategy for real estate investors looking to grow their portfolios while deferring capital gains taxes. However, given the complexity and strict regulations governing these exchanges, partnering with an experienced attorney is paramount

Prell Spearing Law Firm stands ready to assist investors in leveraging this powerful investment tool, combining our deep legal expertise with a commitment to helping clients achieve their real estate investment goals.

Understanding FIRPTA: Navigating Foreign Investment in Real Property Tax Act

Welcome to Prell Spearing Law, your trusted partner in real estate transactions. We provide the necessary expertise in navigating the complexities of FIRPTA – the Foreign Investment in Real Property Tax Act.

What is FIRPTA?

FIRPTA, or the Foreign Investment in Real Property Tax Act, is a crucial piece of legislation that impacts foreign investors involved in real estate transactions within the United States. Enacted to ensure proper taxation on gains from the sale of U.S. real property interests, FIRPTA requires foreign sellers to report and allocate a portion of their proceeds to the Internal Revenue Service (IRS).

How Does FIRPTA Work?

FIRPTA requires the buyer (or the buyer’s agent) to withhold a certain amount of the sale proceeds when acquiring U.S. real property from a foreign seller. Generally, the withholding is 15% of the selling price, which means that the seller of a $1,000,000 property must pay $150,000 to the IRS at the closing. This withholding serves as a prepayment of the potential tax liability associated with the sale. The withheld amount is then remitted to the IRS, and the foreign seller may be eligible to receive a refund if the actual tax liability is lower.

Exceptions to FIRPTA Withholding:

While FIRPTA generally requires withholding, certain exceptions may apply. Some common exceptions include transactions involving a U.S. corporation, sales of properties with a sales price below a specified threshold, and cases where the buyer acquires the property for personal use and the sales price is below a certain limit.

FIRPTA Definitions and Procedures:

  • U.S. Real Property Interest (USRPI): FIRPTA focuses on the sale of U.S. real property interests, which include not only direct ownership of real estate but also interests in corporations, partnerships, and certain trusts that primarily hold U.S. real property.
  • Withholding Rate: The withholding rate under FIRPTA is often 15% of the sales price. However, the actual withholding rate can vary based on factors such as the sales price and the property’s intended use.
  • FIRPTA Certificate: Foreign sellers have the option to apply for a withholding certificate from the IRS. If granted, this certificate may allow for a reduced withholding amount or even exemption from withholding.

Why is FIRPTA such an important issue for foreign investors?

While FIRPTA serves the purpose of ensuring that foreign investors pay taxes on gains from U.S. real estate investments, its implementation and impact can pose the following challenges:

  1. Impact on Investment: FIRPTA withholding can tie up a significant portion of the sales proceeds until the tax obligations are resolved, which may take 12 to 18 months or longer.
  2. Administrative Burden: Compliance with FIRPTA requires careful record-keeping and reporting, which can impose an administrative burden on both the seller and the buyer involved in the transaction.
  3. Competitive Disadvantage: FIRPTA may put foreign investors at a disadvantage compared to domestic investors, who are not subject to the same withholding requirements when selling U.S. real property interests. Foreign sellers will have fewer proceeds to reinvest compared to domestic sellers.
  4. Complexity: The regulations surrounding FIRPTA can be complex and confusing, leading to potential misunderstandings or errors in compliance. This complexity can make it challenging for foreign investors to navigate the process effectively.

How can Prell Spearing Law help?

At Prell Spearing Law, we not only understand the intricacies of FIRPTA but also guide our clients through the entire process, ensuring compliance and maximizing savings. We evaluate your particular circumstances and find the best solution for your needs.

In most cases, we can help you structure your property’s ownership so it becomes a domestic ownership in the U.S. and not subject to FIRPTA.

We also consider the tax laws of the country of your citizenship. This helps to avoid double taxation when you report U.S.-based income in the country in which you permanently reside.

Our team is dedicated to optimizing your real estate transactions. We understand the intricacies of FIRPTA regulations and have successfully implemented a proprietary approach that enables us to tailor solutions, ensuring you only pay what is necessary.

We often work with Canadian, German, and Swiss citizens and residents of other countries, and we have much experience in this field.

Our services include:

  • Comprehensive FIRPTA Analysis: We thoroughly analyze your real estate transactions to determine FIRPTA implications and potential savings.
  • Withholding Certificate Assistance: We assist foreign sellers in applying for withholding certificates, optimizing the withholding amount to align with actual tax liabilities.
  • Transaction Structuring: Our expertise allows us to structure transactions to minimize FIRPTA withholding while ensuring compliance with all relevant regulations.

Consult with Prell Spearing Law to Navigate FIRPTA Successfully

At Prell Spearing Law Firm, we excel in the nuanced analysis and strategic application of FIRPTA regulations. Our deep understanding of the law, combined with a commitment to innovative legal solutions, positions us as your invaluable ally in optimizing your investment. Whether it’s through detailed compliance oversight or leveraging exceptions and reductions, our goal is to safeguard your investment while minimizing tax liabilities.

Expert Guidance: We provide expert guidance through FIRPTA’s complex requirements, ensuring our clients understand their obligations and opportunities.

Tailored Strategies: Our strategies are designed to align with your unique investment profile, offering pathways to potential savings and enhanced investment returns.

Elevating Your Investment Experience

The prominence of Florida in the international real estate market, coupled with FIRPTA’s significant tax implications, makes expert legal guidance indispensable. Prell Spearing Law Firm not only offers unmatched expertise in FIRPTA-related matters but also provides strategic insights that can lead to substantial savings and a more profitable investment experience.

Connect with us to navigate the complexities of FIRPTA with confidence and to explore how our targeted strategies can transform your real estate investment journey in Florida.

Engaging with Spearing Law is not just about legal assistance; it’s a strategic move that can potentially save you thousands of dollars in FIRPTA tax liabilities.

Many satisfied foreign clients have benefited from our services, leveraging our expertise to navigate FIRPTA’s complexities precisely.

When you choose Spearing Law, you choose a partner committed to maximizing your savings while providing top-notch guidance through every real estate journey.

Contact us today at 239 257 5555 or email
2300 McGregor Blvd, Suite 102, Fort Myers FL 33901
+1 239-231-2222

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Prell Spearing Law Firm is located in Downtown Naples & The Historic District of Fort Myers. We also service areas nearby including Cape Coral, Punta Gorda, Bonita, Sanibel, and Sarasota. We can represent clients throughout the State of Florida