In this episode of the B2B Vault Biz to Biz podcast, host Allen Kopelman talks with Florida‑based business‑law attorney Matthew Fornaro about the legal fundamentals every entrepreneur should master. Fornaro shares his journey from big‑law litigation to founding a boutique practice focused on small businesses, explaining why he chose to “zig instead of zag.” The conversation covers why professional legal counsel is essential despite the rise of AI tools, the importance of properly forming a legal entity in Florida, how to conduct due‑diligence when selecting a business name (including SunBiz searches and trademark considerations), and common lease and contract pitfalls that can cost founders money. Throughout, both host and guest stress that contracts, leases, and entity formation should be reviewed by a qualified attorney to avoid hidden liabilities and protect the founder’s biggest investment – the business itself.
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Hey everybody, welcome to today's episode of B2B Vault, the Biz to Biz podcast sponsored by Nationwide Payment Systems and our new payment platform NPS1 that can power all your payments, e-commerce, and invoicing. So today we're going to dive into the world of legal stuff, which I always find interesting to talk to attorneys because as a business owner, there's things that you need to know legally what you're dealing with, from everything from corporations, signing contracts, every— all kinds of different things. So we're going to dive into that today with Matthew Fornaro from FanaroLegal.com. I'm in Fort Lauderdale and he's right down the street in Coral Springs, so he's— we're local. And, uh, I like that Matthew went to University of Florida. Go Gators! So, and, uh, so Matthew, tell us a little bit about yourself.
Well, thank you for having me, Allen. Uh, you pointed out two things. I went to the University of Florida for law school and I'm in the mean streets of Coral Springs. Actually, I live in Parkland now, but my office is in Coral Springs, but I consider myself a Coral Springs, uh, native. Um, so yeah, so I'm a business law attorney. I've been practicing law for 23 years. I focus on helping small businesses, entrepreneurs, and startups with their legal issues, whether it's transactional or litigation. I used to work for two big AMLAW 200 law firms, and about 11 years ago I decided to go out on my own and I wanted to focus on helping small businesses, entrepreneurs, and startups. So that's what I've been doing for the last 11 years. And here I am on your show.
All right. So what made you want to become a lawyer? Some people have told me I should be a— should have been a lawyer, but I don't know. Tell me, why did you want to become a lawyer?
Sure. So growing up, I was into watching, like, believe it or not, The People's Court. All right, and, uh, I always found like that fascinating. I found like legal stuff fascinating, but I wasn't like an LA Law fan or anything like that. I think I was too young. And then, uh, wasn't a Law Order fan. That kind of came along too late. So I like that. I always kind of knew I wanted to be an attorney. I went to undergrad and was a political science major, so that makes me unqualified to do anything except being an attorney or live in Washington, DC and be a politician. So then I went to law school, came out, worked at a boutique firm in Boca Raton doing commercial litigation. Then I worked at two big AmLaw 200 law firms doing commercial litigation, representing mostly big banks, insurance companies, and corporations. And then, like I said, 11 years ago, I had the opportunity to go work at an even bigger firm and work for even bigger clients. But then I decided I wanted to zig instead of zag. I decided to to start my own law firm and I wanted to focus on small businesses and, you know, things related to small business, particularly out in the suburbs, because I felt that they were underserved by big firms and by local attorneys. And that also came about because growing up, my dad was an entrepreneur. He had his own business. He's retired now, but I saw some of the issues he dealt with as a small business owner, and I wanted to help people in that situation with my professional acumen, which is what I've been doing for the last 11 years.
Yeah, it's interesting, you know, like I've been in business for about 30-plus years, and I'll never forget when I first started in business, it's a good thing, you know, that I had some cousins and some really good friends that were lawyers. And I remember, um, I was having— I was— I had a job and Some of the, you know, handshake stuff didn't work out. And then I was going to go to another job, and I was a chef at the time. And I said to my cousin, I said, you know, this time I want to have a contract of, you know, a contract that outlines, you know, my— what I'm bringing to the table and what they can't steal when I leave. You know, if they— when I leave, they cannot, you know, take, you know, use my, my name, image, and likeness, right? And it paid off later. But one thing, you know, I always tell business owners, you know, you're like, you have to have a legal entity. I'm sure you help with that. You know, you're going to get a lease. You know, you need to read your lease and know what you're responsible for, you know, in a lease. A lot of times people sign a lease. I've talked to many business owners. They sign a lease and then the next thing they find out Oh, the air conditioner breaks and they didn't read the lease and they're responsible for the air conditioner, or they move into a space and they need 220 electricity. They didn't ask the landlord about it and now they don't have 220 electricity and they're, you know, and then the lease, they're responsible to fix all these things. So, you know, reading leases and reading agreements and things like that is super important. And a lot of times people don't go to an attorney, you know, You know, ChatGPT is not your attorney. You know, can give you some basic information, but you really need an attorney when you're signing lots of documents, you're opening a business. You know, people say your first, your biggest investment in your life is usually your house, right? Your second biggest investment, or maybe your first, maybe you don't even own a house, is your business. So give us a little insight on that.
Yeah, no, it's true. I mean, look, the internet and ChatGPT are great, but they're not substitutes for professionals. So, you know, you need a business law attorney, you need an accountant, you need a banker. You pointed out all those nice documents. They're great when they work out, but when they don't, they're not so great. And so you need a business law attorney to help you draft and review those documents, no matter what point you are in your business or no matter how big your business is or how small your business is. If you you have relationships with other people or other entities, then you need contracts, and you need those contracts drafted, reviewed, and revised by business law attorneys.
So, you know, one mistake I've seen businesses make is when they're picking out the name, they don't do a lot of research on that, um, and that, that seems to cause a lot of problems also. You have any insight on that?
Yeah, you know, starting a business, you know, we're both here in Florida, so I'm going to use Florida as an example. You know, starting a business really isn't that hard in Florida. It's like a least common denominator thing to just get up and going, but to do it right is a totally different burden and a totally different set of hurdles. So, you know, I can go on to SunBiz, which, you know, for your listeners is our local Secretary of State Division of Corporations website, and I can just— as long as the name's not already taken in the form of a business organization in Florida, I can incorporate or I can form an LLC or do whatever. It doesn't mean that I'm not going to get in a lot of trouble for doing it. It just— they do the least amount of, uh, due diligence or whatever possible to permit you to start your business.
