The Cap Table Problem You Find Three Weeks Before Signing: DGCL 204 and Florida 607.0147
Unauthorized stock and missing consents used to be fatal. How DGCL 204/205 and Florida 607.0145-.0152 ratify defective corporate acts before a sale.
Buying a Business From an Estate: What Florida Probate Adds to the Deal
When a Florida owner dies, Chapter 733 becomes deal architecture: PR authority, court orders, creditor windows, the 1014 step-up, and a disappearing seller.
Buying or Selling a Government Contractor: The FAR Novation Process Nobody Prices In
Federal contracts can’t be assigned. How FAR 42.1204 novation reshapes asset vs. stock deals, closing mechanics, and the seller guarantee nobody expects.
Kentucky Downs and the $10 Million Holdback That Turned on the Word ‘Final’
A $10M holdback in the Kentucky Downs sale turned on ‘final non-appealable ruling.’ Chancery’s post-trial lesson in event vs. loss triggers for deal lawyers.
Sold Your QSBS Too Early? Section 1045 Buys the Holding Period Back
Sold QSBS before the 搂 1202 holding period? Section 1045’s 60-day rollover defers gain and tacks the holding period 鈥� if the replacement stock actually qualifies.
The Delaware LLC Division 鈥� 搂 18-217 Pre-Sale Carve-Outs and the Diligence Gap They Leave
Delaware’s 搂 18-217 LLC division splits assets and liabilities by private plan. Why pre-sale carve-outs work, and the diligence buyers must run when one sits in the chain.
Give us a call at
904-234-5653
or fill out the form below for a consultation.
"*" indicates required fields