Law Offices of Sean P. Murphy & Associates

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Naples, FL
Law Offices of Sean P. Murphy & Associates

Each client receives personalized attention tailored to their unique challenges.

We will assess your legal needs with professionalism and a steadfast dedication to you and the best outcome in your legal matters.

05/19/2026

Many business disputes don’t start with fraud or bad behavior.

They start with a contract that was never written to handle real-world problems.

One of the most common issues I see involves operating agreements and partnership agreements that look complete but leave out the most important scenario:

What happens if the partners no longer want to work together?

When a business is formed, everyone is optimistic.
No one expects disagreements about:
• Control of the company
• Profit distributions
• Strategic direction
• Selling the business
• Bringing in new partners

But those issues eventually arise in almost every successful company.

The problem is that many agreements are written to handle the formation of the business, not the evolution of the business.

That’s when disputes begin.

The strongest agreements answer difficult questions before they become conflicts, such as:
How can a partner exit?
How is the business valued?
Who has decision authority?
What happens if partners disagree?

I often tell clients that a well-written operating agreement isn’t just a formation document.

It’s the roadmap for how a business handles change.

And in business, change is inevitable.

05/13/2026

Artificial Intelligence is about to change how corporate directors make decisions.

For decades, corporate law has relied on something called the Business Judgment Rule.

In simple terms, courts generally defer to the decisions of corporate directors as long as those decisions were made:
• In good faith
• With reasonable care
• In the best interest of the company

But artificial intelligence may change how courts evaluate that “reasonable care.”

I’ve spoken in several forums about what I believe could eventually become an “AI Judgment Rule.”

Here’s the idea.

If powerful analytical tools exist that can help directors analyze risk, evaluate financial outcomes, or assess strategic options, courts may eventually expect directors to use those tools.

In other words:

Failing to use available AI tools could someday be viewed the same way courts once viewed directors who failed to review financial reports or expert advice.

We’re still early in this transition, but the direction is becoming clearer.

AI isn’t just a technology issue.
It’s a governance issue.

Boards and executives will increasingly need to ask:

Are we using the best available tools to inform our decisions?

Because in the future, the legal standard for “reasonable decision-making” may include exactly that.

05/05/2026

Buying a business isn’t just about agreeing on a number.

In fact, the purchase price is rarely where deals go wrong.

What matters more, and what experienced buyers focus on, is everything beneath the surface:

• Hidden liabilities
• Unfavorable contracts
• Debt exposure
• How the deal is structured

I’ve seen transactions that looked great on paper unravel because these issues weren’t fully understood upfront.

A well-structured deal doesn’t just get you to closing. It protects you after closing.
That’s where real value and real risk live.

If you’re evaluating an acquisition, spend less time negotiating the price and more time understanding what you’re actually buying.

04/28/2026

From the courtroom to the deal table.

After years in federal litigation, I realized my focus was not on breaking things apart, but on helping businesses build and grow.

That shift led me to where I am today, working with entrepreneurs, structuring deals, and acting as a strategic legal partner.

Excited to share more of that journey in my upcoming feature on America’s Top Lawyers with Inside Success.

More to come soon.

04/15/2026

As of March 1, 2026, the U.S. Treasury, through FinCEN, rolled out new reporting requirements for certain residential real estate transactions.

A lot of business owners and investors are not aware this applies to them.

Here is the simple version:

If you are buying residential real estate through an LLC, partnership, corporation, or trust, and there is no traditional bank mortgage involved, there is a good chance the transaction is now reportable.

That includes:
• Cash purchases
• Seller financing
• Private lending

What does “reportable” actually mean?

Someone in the transaction, usually the closing agent or title company, now has to file a report with the government that includes:

• Who owns and controls the buying entity
• Who is signing on its behalf
• Where the money is coming from
• How the deal is being funded
• Basic details about the property and transaction

And it has to be filed within about 30 days of closing.

Why this matters

This is not just paperwork.

There are real penalties for getting it wrong or ignoring it entirely.

More importantly, it adds another layer of complexity to deals that many investors assume are straightforward.

Practical takeaway

If you are:
• Investing in residential real estate through an entity
• Using non-traditional financing
• Closing deals after March 1, 2026

You should be asking early in the process:

“Is this a reportable transaction, and who is responsible for filing?”

Because like most things in transactions, the risk is not the rule itself.
It is finding out about it too late.

This is exactly where good counsel adds value: spotting issues early, coordinating the moving pieces, and keeping deals on track.

If you are navigating a transaction and unsure how this applies, it is worth addressing before closing, not after.

04/09/2026

Sometimes the most interesting legal problems begin with a simple conversation.

A few years ago, I was approached by a restaurant owner originally from France who had built a successful business here in the United States.

On the surface, things looked great. The restaurant was popular, revenue was strong, and the business had real momentum.

But behind the scenes, there was a growing problem.

The ownership structure had never been carefully thought through when the business started. Agreements were informal. Roles were loosely defined. And the operating agreement did not clearly address what would happen if the partners no longer saw eye to eye.

That moment eventually came.

What began as a successful partnership slowly turned into what I often refer to as a “business divorce.”

Situations like this are rarely about a single clause in a contract. They are about expectations, control, financial rights, and the future of the business itself.

In this case, the goal was not litigation. The goal was finding a practical path forward.

We focused on negotiation and restructuring the ownership in a way that allowed the business to continue operating while resolving the dispute between the partners.

This is something many entrepreneurs underestimate.

Most business disputes do not start with bad intentions.

They start with good partnerships that never clearly defined what would happen if things changed.

That is why operating agreements and partnership agreements matter so much.

Not because things are going wrong today,
but because businesses evolve.

And when they do, the structure needs to hold.

03/11/2026

Each client receives personalized attention 🤝 tailored to their unique challenges. We will assess your legal needs with professionalism ⚖️ and a steadfast dedication to you and the best possible outcome in your legal matters.

☎️202-329-1654
📩[email protected]
⚖️spmurphypllc.com

03/04/2026

Fractional & External General Counsel Services: ⚖️📊
We can serve as your business's outsourced General Counsel 🤝, working solo or in conjunction with your existing outside counsel to help contain costs 💰. We advise CEOs, Senior Management, and Boards of Directors on all legal matters impacting your organization, including regulatory compliance, transactions, personnel/employment matters 👥, litigation ⚖️, financing 💳, and intellectual property (IP).

☎️202-329-1654
📩[email protected]
⚖️spmurphypllc.com

02/25/2026

Whether you're buying🔑, selling✍️, leasing or financing property💰, our real estate law services provide the guidance you need. We represent developers, investors, lenders, borrowers and general contractors in commercial real estate and high-end residential transactions. We also partner with a title insurance agency to write title insurance coverage and assist with real estate and loan closings.

☎️202-329-1654
📩[email protected]
⚖️spmurphypllc.com

Address

207 Broad Avenue S
Naples, FL

Telephone

+12023291654

Website

http://www.spmurphypllc.com/

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