
The Wire Instructions Changed the Night Before a Florida Closing: Who Eats the Loss
When hacked emails reroute closing funds, Florida courts put the loss on the party best positioned to prevent the fraud. Drafting that decides it in advance.

The ERC Refund in the Data Room: Buying a Company the IRS Can Audit Until 2031
An ERC refund on the target’s books is a six-year IRS audit tail under OBBBA. How buyers diligence, indemnify, and escrow employee retention credit risk.

Anti-Assignment Clauses in M&A: When a Merger Is Not an Assignment
Whether an anti-assignment clause blocks your deal depends on structure: asset sales trigger it, stock sales don’t, and Meso Scale says reverse mergers usually don’t.

Moving to Florida Before You Sell Your Company: What the Domicile Play Actually Buys
Florida’s missing income tax makes pre-exit relocation tempting, but domicile is a facts test — and your old state keeps taxing what was earned inside it.

Buying or Selling a Florida Gas Station: Tanks, Cleanup Funds, and Who Owns the Plume
Florida gas station deals live and die on the tank file: DEP registration, legacy cleanup-program eligibility, deductibles, and who pays for the plume.

Selling the Company That Owns Florida Real Estate: the 193.1555 Assessment Cap Reset
A stock or LLC-interest sale can reset the 10% non-homestead assessment cap on the target’s Florida real estate — and a missed DR-430 carries a 50% penalty.
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