The Trust That Breaks the S Election: QSST, ESBT, and the Fix Under § 1362(f)
Estate planning moves stock into trusts; not every trust can hold S corporation shares. How QSST and ESBT elections go missing, and how deals close anyway.
Buying a Florida Produce Distributor: The PACA Trust Follows the Tomatoes
Produce inventory and its receivables may sit in a federal statutory trust for unpaid growers. What PACA and Florida’s ch. 604 dealer license mean for buyers.
Florida Has No Revlon Duty: What § 607.0830 Asks of a Board Selling the Company
Delaware’s Revlon doctrine doesn’t govern Florida corporations. What § 607.0830 asks of a board selling the company, and why careful process still wins.
Buying a Florida Med Spa: The Health Care Clinic Act License Most Buyers Miss
Florida’s Health Care Clinic Act can end a med spa’s licensure exemption at closing. The ownership tests, the CHOW clock, and the criminal traps.
FDUTPA in Florida Business Acquisitions: One Deal Is Enough, but Damages Are Narrow
Florida’s Supreme Court says FDUTPA reaches even a single business sale. Why buyers still lose on damages, and why the fee-shift makes it a two-edged claim.
Buying a Florida Business With an SBA 7(a) Loan: Standby Seller Notes and the Earnout Ban
SOP 50 10 8 rewrote SBA 7(a) acquisition rules: a 10% equity floor, full-standby seller notes, and no earnouts. What that does to Florida main-street deals.
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