Terminate the Target’s 401(k) Before Closing, or the Buyer Inherits It Whole
In a stock sale, the target 401(k) either dies the day before closing or becomes the buyer’s problem. The successor plan rule is why the timing decides everything.
Buying a Florida Ambulance Company: Three Regulators Stand Between LOI and Closing
Selling a Florida ambulance or medical transport company means a county COPCN, a DOH license under ch. 401, and a Medicare CHOW — three clocks the LOI must respect.
The Equity Commitment Letter Is the Only Real Money Behind a PE Buyer’s Signature
A PE buyer is usually a shell. The equity commitment letter and limited guaranty are the seller’s only path to real money — here is what to check before signing.
The Wire Instructions Changed the Night Before a Florida Closing: Who Eats the Loss
When hacked emails reroute closing funds, Florida courts put the loss on the party best positioned to prevent the fraud. Drafting that decides it in advance.
The ERC Refund in the Data Room: Buying a Company the IRS Can Audit Until 2031
An ERC refund on the target’s books is a six-year IRS audit tail under OBBBA. How buyers diligence, indemnify, and escrow employee retention credit risk.
Anti-Assignment Clauses in M&A: When a Merger Is Not an Assignment
Whether an anti-assignment clause blocks your deal depends on structure: asset sales trigger it, stock sales don’t, and Meso Scale says reverse mergers usually don’t.
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