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.
Buying or Selling a Florida CAM Firm: the 468.432 Firm License and Contracts That Walk
Florida CAM firms are consolidating fast post-Surfside. The 468.432 firm license, your licensed managers, and terminable management contracts drive the deal.
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