The HSR Item 4 Documents Trap — What 2026 Sellers Are Producing to the Regulators, and Why It Surprises Founders Mid-Diligence
The 2024 HSR overhaul widened what counts as a transaction-related document. Sellers are getting tripped up by it — here is what to clean up before the LOI.
The Reverse Termination Fee Has Quietly Become the Antitrust Co-Pay — What 2026 Strategic Deals Are Showing About the New Asymmetry
Reverse termination fees in 2026 strategic deals aren’t flat liquidated damages — they’re the buyer’s antitrust co-pay. What sellers should push for at the LOI stage.
Section 1202 After OBBBA — The Four-Year Tier Just Changed the Founder’s Sale Calculus
OBBBA replaced the QSBS five-year cliff with a tiered exclusion starting at three years. What founders selling in 2026 should do before signing the LOI.
Rep & Warranty Insurance in 2026 Quietly Covers Less Than It Did Five Years Ago — Read the Exclusion List Before the Bind
Rep-and-warranty policies in 2026 carry a longer exclusion list than founders are told. Wage-and-hour, pre-discovery cyber, PFAS, AI training data — read the binder before the bind.
Florida Tax Clearance Certificates Quietly Decide Whether the Buyer Inherits the Seller’s Sales-Tax Liability
Florida § 213.758 gives the Department of Revenue a quiet claim against the buyer for the seller’s unpaid sales tax. The tax clearance certificate is the only real cure — and most asset deals get it wrong.
The DGCL § 228 Notice Window Is the Real Closing Bottleneck — And Why Front-Loading Stockholder Consent Is Often the Wrong Reflex
Counsel reflexively front-loads § 228 consent. The 20-day notice and appraisal-rights window often makes that the slower path. Here is the timing analysis to run before signatures go out.
Give us a call at
904-234-5653
or fill out the form below for a consultation.
"*" indicates required fields