The No-Shop Window Is Negotiated Wrong: What Founders Should Fight For
Most founders accept the no-shop in an LOI as boilerplate. The exclusivity period, fiduciary out, and superior proposal mechanics deserve the same scrutiny as price.
MFW “Ab Initio” After SB 21: Why the Special Committee Timing Trap Is Still There
Delaware’s 2025 SB 21 created a § 144 safe harbor for controlling stockholder transactions, but the MFW timing trap survives — the special committee still has to be in place ab initio.
Florida’s Protected Series LLC Goes Live July 1, 2026: What Founders, Investors, and Real Estate Owners Need to Know
Florida’s Protected Series LLC takes effect July 1, 2026. A Florida business lawyer explains formation, asset segregation, and the recordkeeping trap.
R&W Insurance Negotiation Points Buyers and Sellers Miss: Retentions, Knowledge Scrapes, and Interim-Breach Exclusions
RWI is now standard. The form policy is mostly settled. The five terms that decide who pays at closing — retention split, knowledge scrape, tax exclusions, interim breach, subrogation — are not.
Representation and Warranty Insurance for First-Time Sellers: How RWI Actually Works When You Sell Your Company
RWI has gone from niche to standard. A founder’s guide to how the policy, retention, and exclusions reshape what actually ends up in your pocket on the day after closing.
Florida Reg D 506 Private Placements After the October 2024 Amendments
A Florida securities attorney explains the October 2024 Reg D 506 amendments, accredited investor verification, and Florida OFR notice filing requirements.
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