Joint and Several vs. Several-Only Seller Indemnification — Why the Default in Multi-Seller Deals Pulls Clean Founders Into the Dirty Ones’ Fight
In multi-seller M&A, the default indemnification regime is too often joint and several. Clean sellers end up funding the recovery against a single bad-actor seller, then chase contribution after closing. The drafting fix belongs in the term sheet.
The Florida-to-Delaware Pre-Sale Conversion — Why Founder-Owned LLCs Re-Domesticate Before Going Under Contract
Buyers increasingly ask Florida-formed LLC targets to convert to Delaware before signing. The 2025 Revised Florida LLC Act made the outbound conversion easier, but the founder considerations are not w
The Closing-Date Non-Compete Re-Up — Why Buyers Demand New Restrictive Covenants From Your Key Employees, and What Founders Should Have Negotiated
Founders negotiate their own non-compete in the merger agreement and assume the restrictive-covenant work is done. The buyer’s separate ask for new non-competes from key employees is a quieter leverag
Earnout Acceleration on a Change of Control of the Buyer — Why the “No Acceleration” Default Hurts Founders Twice
When the buyer is itself acquired during the earnout, the “no acceleration” default in most APAs hurts founders twice. Here is the recent doctrinal line and the drafting fix.
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.
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