The Earnout Efforts Clause Just Got Reset in Delaware 鈥� What J&J v. Fortis Means Before You Sign
The Delaware Supreme Court’s 2026 J&J/Fortis ruling narrowed how founders collect a milestone earnout. Here is the drafting fix to make before you sign.
The Post-Termination Stock Option Exercise Window 鈥� What Optionholders Should Know Before Joining a Startup
A vested ISO is not a vested asset until it is exercised, and the post-termination window is usually three months. Here is the tax cliff that ambushes engineers who treat the option like cash.
Florida’s Occasional-Sale Sales-Tax Exemption Can Save Six Figures in an Asset Deal 鈥� and the Rule 12A-1.037 Condition That Quietly Voids It
Buying a Florida business’s assets can escape sales tax under the occasional-sale exemption. One Rule 12A-1.037 condition voids it and leaves the buyer holding the bill.
Florida Repealed Its Bulk-Sales Law 鈥� The Buyer Protection That Quietly Left the Asset Deal
Florida repealed its bulk-transfer statute, and most asset-deal lawyers never noticed. Here is the buyer protection that disappeared and what now does the work.
Appraisal Didn’t Die in Delaware 鈥� It Moved to Private Deals: The Section 262 Risk Hiding in a Founder’s Cap Table
Delaware appraisal rights in a private company are the live Section 262 exposure in 2026 鈥� the dissenting minority holder in a controller-led merger with no market check.
The “Cause” Definition in Executive Equity Agreements 鈥� Why the Bespoke Version Should Usually Override the Plan Default
The plan’s default cause definition is broad and company-friendly, and it can extinguish vested options at termination. The bespoke service-agreement version should usually override it.
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