The Working Capital Adjustment Is the Most Common Post-Closing Dispute — Why the Target Number Matters More Than the True-Up
Founders fixate on the working-capital true-up. The fight that actually moves money is the target number and the accounting principles, locked in at signing.
The § 220 Books-and-Records Demand Has Become a Deal-Blocking Tool — Why a Single Minority Stockholder Can Slow Your Sale to a Crawl
Section 220 has become the plaintiffs’ bar’s most reliable pre-closing weapon. Boards should anticipate the demand before the announcement.
The “Knowledge” Rep in Founder Sale Agreements — Whose Heads Are Inside the Box, and How Wide Is the Box
To the Company’s knowledge means whatever the agreement says it means. The 2024-2025 Chancery cases on knowledge qualifiers reward careful drafting.
The “Indebtedness” Definition in the Purchase Agreement Pulls More Out of the Wire Than Founders Plan For
The buyer wires the headline price minus indebtedness. What counts is contractually defined and routinely includes items founders never priced. What to fix at the LOI.
The Ordinary Course Covenant Between Signing and Closing Is the Easiest Way for Sellers to Breach — Without Knowing They Did
The interim operating covenant looks like boilerplate. Recent Chancery cases have made it the cleanest path for buyers to walk before closing.
The Specific Performance Backstop After Crispo — What 2026 Sellers Should Demand Before Signing With a PE Buyer
Crispo v. Musk reshaped what sellers can recover from PE buyers who refuse to close. Three drafting points sellers should fight for in 2026.
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