Reps and Warranties Insurance for Florida Middle-Market M&A: 2026 Pricing, Retention, and When the Premium Earns Its Keep
Florida M&A in 2026: how RWI pricing, retention, and policy structure have shifted, and when middle-market buyers and sellers should pay the premium.
Founder Rollover at the PE Close 鈥� Why the F-Reorg Tax Bill Lands Six Months After You Sign
PE buyers sell founder rollover as a tax-free piece of the deal. The F-reorg structure is more complicated than that. Three places the bill lands later, and what to negotiate at the LOI.
The Survival Clause Cannot Bury Fraud 鈥� What the 2025 Chancery Line Forces Sellers to Re-Draft
Twelve months of survival looks like the seller鈥檚 strongest post-closing shield. The 2025 Delaware Chancery line holds it cannot eliminate fraud claims at all.
Practice Notes: A Small Florida Capital Raise 鈥� Common Stock with Two-Tier Shareholder Rights
A real anonymized capital raise we papered for a small Florida company 鈥� common stock instead of SAFEs, two-tier shareholder rights, restricted stock for advisors. Five downloadable templates included.
Florida Asset Sales and the Mere Continuation Trap 鈥� When the Successor Liability Exception Pulls Buyers Back In
Florida’s mere-continuation exception to the no-successor-liability rule is broader than most asset-deal lawyers treat it as. Here is what triggers it and what to draft.
Cash-Free, Debt-Free Doesn’t Mean What Founders Think 鈥� The Three Categories That Quietly Reduce the Wire
“Cash-free, debt-free” sounds neutral. It is not. Three categories quietly reshape the wire amount founders actually receive at closing 鈥� here is what to fight at the LOI.
Give us a call at
904-234-5653
or fill out the form below for a consultation.
"*" indicates required fields