The Real Florida LLC Unanimous-Consent Trap Isn’t the Merger — It’s the Operating-Agreement Amendment You Need Mid-Process
A Florida LLC operating agreement amendment defaults to unanimous member consent under § 605.04073(1)(d) — the trap that catches founders bolting on a drag-along mid-sale.
Getting Equity and IP Right in Startup Contractor and Executive Agreements
Most equity and IP disputes do not come from a bad deal — they come from good deals described imprecisely across documents that were supposed to fit together. A drafting checklist for startup contractor and executive agreements.
Balance-Sheet Carve-Out M&A: The Two-Track Close
Figure–Kiavi shows the two-track close: a cash merger for the operating platform, plus a balance-sheet carve-out to a JV. What sellers should negotiate.
M&A Due Diligence Checklist for Florida Founders — What Buyers Actually Pull and Where the Skeletons Hide
A practical due diligence checklist for Florida founders selling their business — the 11 categories every buyer pulls, and the places where Florida deals quietly come apart.
Buying or Selling a Florida Insurance Agency — Carrier Appointments Don’t Transfer, and the Book-of-Business Earnout Hangs on § 626
When you sell a Florida insurance agency, the carrier appointments that make the book valuable do not transfer. Here is how 626 reshapes the deal and earnout.
D&O Tail Policy on the M&A Closing Statement: Founder Guide
The D&O tail policy on an M&A closing statement runs 200 to 300 percent of the annual premium. Most founders meet it after signing. Here is what to negotiate at the LOI.
Give us a call at
904-234-5653
or fill out the form below for a consultation.
"*" indicates required fields