The Built-In Gains Tax: The Five-Year Clock Inside Every Former C Corporation
Convert from C to S, sell assets inside five years, and the double tax returns at 21%. How Section 1374 works, what starts the clock, and the timing that avoids it.
Assigning the Lease in a Florida Business Sale: What Landlord Consent Requires
In a Florida main-street deal the lease is often the most valuable asset. When the landlord must consent, what Fernandez v. Vazquez requires — and what it does not.
Sandbagging in Florida M&A: What Global Quest Means for Buyer Knowledge
Delaware leans pro-sandbagging. Florida never picked a side. What buyer knowledge does to warranty and fraud claims — and the clause that answers it.
The Corporate Transparency Act After the U-Turn: What Still Belongs on a Closing Checklist
FinCEN’s 2025 interim rule exempted U.S.-formed entities from BOI reporting — but foreign-formed entities in a deal structure still file, and closings still create deadlines.
Who Owns the Attorney-Client Privilege After a Merger? Great Hill and the Carve-Out
Great Hill held that a merger passes the target’s attorney-client privilege — deal negotiations included — to the buyer. The carve-out clause, and the email hygiene behind it.
The Underwriting Agreement Is the Deal: What a Florida Title Agency Sale Really Transfers
In a Florida title agency sale the license is the easy part. The underwriting agreement, the escrow reconciliations, and the people are what the buyer is actually pricing.
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