Locked-Box Pricing Has Started Showing Up in U.S. Middle-Market M&A — Why the European Closing Mechanic Is Finally Catching On in 2026
For thirty years, U.S. private M&A has run on closing accounts and working-capital adjustments. In 2026, locked-box pricing — the European default — has started showing up in mid-market deal documents. Here is why, and what changes when it does.
Bring-Down or Bring-Forward — The Disclosure Schedule Update Between Signing and Closing Decides Who Bears the New-Information Risk
The disclosure schedule update between signing and closing is one of the most consequential — and most underspecified — provisions in modern M&A agreements. Here is what the drafting choice actually decides.
A Section 363 Sale to a Strategic Buyer Looks Cleaner Than It Is — What the Auction Mechanics Really Cost
A Section 363 sale to a strategic buyer looks like the cleanest acquisition method in American commercial law. The auction mechanics, cure liability, and successor-liability tail tell a different story.
Florida’s Revised LLC Act and the Pre-Sale Member-Consent Threshold That Doesn’t Match Your Operating Agreement
Florida Chapter 605 sets default consent thresholds for LLC mergers and asset sales that frequently do not match operating agreements drafted before 2015 — and the gap is a deal-stopper buyers are now finding in diligence.
The Merger of Equals Is a Different Animal From an Acquisition — What Two Privates Combining Should Negotiate Before the Term Sheet
MOE transactions look like acquisitions on the documents. The governance, CEO succession, and headquarters questions must be resolved before the term sheet, not after.
Section 1060 Allocation in Asset Sales — The Buyer’s Tax Cap and the Seller’s Character Benefit Are in Tension
The Section 1060 allocation looks like a tax-form chore. It decides how much of the purchase price is taxed at capital-gain rates versus ordinary rates.
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