Florida’s Protected Series LLC Goes Live July 1, 2026 — The M&A Diligence Question That Did Not Exist Last Week
Florida protected series LLC M&A diligence changes July 1, 2026. What buyers and sellers of Florida LLC targets must add to checklists, reps, and disclosure schedules now.
Tipping Basket vs. True Deductible — The One-Word Indemnification Choice That Decides Whether Your First Dollar Comes Back
Tipping basket vs. true deductible is the one-word indemnification choice that decides whether the first dollars of a post-closing claim come out of the seller’s pocket.
The Material Contracts Covenant Is the Buyer’s Pre-Closing Veto Over Your Customer Renegotiations
The material contracts covenant reads as a routine seller restraint, but between signing and closing in M&A it functions as a buyer veto over the customer renegotiations the seller most needs to have.
Florida S-Corp Stub-Period Allocation in a Mid-Year Sale — Closing-of-the-Books vs. Proration Election Drives Six-Figure Wire Differences
When a Florida S-corp sells mid-year, the § 1377(a)(2) interim-closing election can change each seller’s K-1 by six figures.
Single Trigger vs. Double Trigger Vesting Acceleration in M&A — What Founders Actually Lose When the Buyer Plans to Replace Your Team
Single-trigger vs. double-trigger acceleration sounds like equity-doc plumbing. In a sale, it decides which of your employees walk away with their equity and…
Joint and Several vs. Several-Only Seller Indemnification — Why the Default in Multi-Seller Deals Pulls Clean Founders Into the Dirty Ones’ Fight
In multi-seller M&A, the default indemnification regime is too often joint and several. Clean sellers end up funding the recovery against a single bad-actor…
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