Florida’s Occasional-Sale Sales-Tax Exemption Can Save Six Figures in an Asset Deal — and the Rule 12A-1.037 Condition That Quietly Voids It
Buying a Florida business’s assets can escape sales tax under the occasional-sale exemption. One Rule 12A-1.037 condition voids it and leaves the buyer holding the bill.
Florida Repealed Its Bulk-Sales Law — The Buyer Protection That Quietly Left the Asset Deal
Florida repealed its bulk-transfer statute, and most asset-deal lawyers never noticed. Here is the buyer protection that disappeared and what now does the work.
Appraisal Didn’t Die in Delaware — It Moved to Private Deals: The Section 262 Risk Hiding in a Founder’s Cap Table
Delaware appraisal rights in a private company are the live Section 262 exposure in 2026 — the dissenting minority holder in a controller-led merger with no market check.
The “Cause” Definition in Executive Equity Agreements — Why the Bespoke Version Should Usually Override the Plan Default
The plan’s default cause definition is broad and company-friendly, and it can extinguish vested options at termination. The bespoke service-agreement version should usually override it.
The Materiality Scrape Is Quietly Leaving Your RWI Deal — Why Selling Founders Should Let It Go and Spend the Leverage Elsewhere
On an RWI deal, the materiality scrape barely reaches a selling founder’s wallet. Here is why to stop fighting it and trade that leverage for protection that actually pays.
Buying or Selling a Funeral Home in Florida — The § 497 Preneed Trust Liability the Buyer Inherits
A Florida funeral home’s preneed contracts are future obligations funded by trust. 497.458 sets the rules, and a buyer who skips the funding check inherits the gap.
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