The Florida Founder Toolkit
Free calculators, deal-mechanics guides, and downloadable templates for founders, sponsors, and investors operating in Florida. No email gate. No fluff. Built by a law firm that runs these matters.
Browse the Tools →Interactive Calculators
Plug in your numbers and see the answer in 30 seconds. Built to model the math we actually use in client engagements.
Convertible Note Conversion & Usury
Principal, discount, cap, conversion date in. Implied annualized yield + usury-risk flags for NY, CA, FL, DE, and TX out. After Adar Bays, the conversion premium is interest — model it before you sign.
Open the calculator CalculatorQSBS Section 1202 Savings
Acquisition date, basis, proceeds, state in. Federal exclusion under the OBBBA tiered holding period (50% at 3 yrs, 75% at 4, 100% at 5+), per-issuer cap, and FL-vs-non-conforming-state savings out.
Open the calculatorFeatured Guides
The deal-mechanics walkthroughs we point clients at first. Each piece runs 1,500–2,000 words and is updated to reflect the 2026 state of play.
Reps & Warranties Insurance for Florida Middle-Market M&A
2026 pricing, retention, the reps that most often become claims, and when the premium earns its keep. Covers the Novolex cautionary tale and the FL-specific underwriter friction.
Read the guide VCConvertible Notes and State Usury Laws
How NY, CA, FL, DE, and TX usury statutes apply to convertible notes after Adar Bays. Drafting moves that survive each regime, plus the cleanest governing-law selection for venture-backed entities.
Read the guide EntityFlorida LLC vs. Delaware C-Corp
The entity-choice decision that shapes your exit. Tax treatment, QSBS eligibility, VC fundraising mechanics, and when to convert. For founders thinking past the next 18 months.
Read the guide TaxQSBS for Florida Founders
How Section 1202 can turn a venture-backed exit into tax-free wealth. The eligibility requirements, the holding period traps, and how the OBBBA tiered structure changes the math.
Read the guide CryptoThe CLARITY Act § 4(a)(8) Offering Playbook
Eligibility, disclosures, and ongoing obligations for ancillary-asset offerings under the CLARITY Act. For Florida crypto teams that want to raise without an ICO-style securities trap.
Read the guide M&AEarnout Litigation in Delaware
Why “commercially reasonable efforts” is the most expensive phrase in your deal. Snow Phipps, Himawan, and what the language should actually say.
Read the guideTemplates & Forms
Anonymized form documents we use in engagements. For reference and education — not legal advice on your specific deal.
Entrepreneur Forms Library
Cap table templates, founder agreements, SAFEs, board consents, and more. The full library we point startup clients toward at engagement kickoff.
Browse the library Case StudySmall Florida Capital Raise — Common Stock with Two-Tier Rights
Anonymized walkthrough of a small Florida company raise we papered: common stock instead of SAFEs, two-tier shareholder rights, restricted stock for advisors. Five downloadable templates included.
Read the case study Practice PageM&A Practice — Florida Middle Market
How we run middle-market M&A engagements for Florida founders, sponsors, and strategic buyers. Recent deal insights, scope, and engagement structure.
See the practice pageNeed a lawyer to run the math with you?
The toolkit is the warm-up. The actual deal mechanics live in the drafting. We work with Florida founders, sponsors, and investors across business law, M&A, venture capital, and crypto.
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