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.
Buying a Unionized Business 鈥� Burns, Fall River, and the Perfectly Clear Successor Trap
An asset deal doesn’t shed the union. Burns, Fall River, and the perfectly clear successor trap decide whether a buyer bargains 鈥� and who sets initial employment terms.
The 50/50 Florida LLC Deadlock 鈥� 搂 605.0702 Now Lets Your Shotgun Clause Beat Dissolution
Florida’s 搂 605.0702 now lets an operating agreement’s deadlock sale provision displace judicial dissolution. What 50/50 Florida LLC members should draft 鈥� and initiate 鈥� first.
Selling to an ESOP From Florida 鈥� What the 搂 1042 Rollover Is Actually Worth With No State Income Tax
Section 1042 defers federal capital gains and costs you the S corporation ESOP. In a no-income-tax state that trade prices differently than founders are told.
Your Asset Deal Doesn’t Stop a Federal Wage Claim 鈥� Substantial Continuity Successor Liability in the Eleventh Circuit
Florida’s Bernard v. Kee rule requires continuity of ownership. The federal substantial continuity test does not 鈥� and it reaches FLSA and Title VII claims.
The Medicare Provider Agreement Comes With the Seller’s Debts 鈥� 42 C.F.R. 搂 489.18 and the Florida Health Care CHOW
In a Medicare CHOW the provider agreement is automatically assigned with the seller’s overpayments attached. Rejecting it can strand the buyer without billing rights.
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