The Stockholder Representative Provision Decides Who Speaks for the Sellers After Closing — And the Default Picks Are Almost Always Wrong
The stockholder representative clause looks like boilerplate. It is not. Whoever signs that paragraph holds unilateral authority over indemnification, escrow release, earnout disputes, and the disclosure schedule supplement — and is usually paid nothing for the role.
Florida’s Implied Covenant of Good Faith in Earnout Disputes Diverges From Delaware — Why the Choice-of-Law Clause Matters More Than Founders Think
Most Florida M&A deals choose Delaware law without a second thought. In earnout disputes, the choice matters — Florida’s implied covenant of good faith reaches further than Delaware’s, and that gap quietly reallocates billions of dollars of contingent consideration.
The S-Corp Tax Distribution Covenant Is the Largest Number Founders Forget at the LOI — Why the Pre-Closing Distribution Belongs in the Term Sheet
When a founder sells an S-corp, the cash that funds the founder’s last K-1 tax bill has to come from somewhere. If the LOI doesn’t reserve it, the buyer’s working-capital target will absorb it — quietly, and to the founder’s cost.
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.
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