Asset Sale, Stock Sale, or Taxable Merger? A Founder’s Tax Framing Guide Before the LOI Gets Too Far
A practical founder-side tax framing guide for early deal structuring, focused on basis step-up, double-tax risk, NOL limits, and elections that can change the real economics of a sale.
Change-of-Control Consent Traps in Startup Deals: Why Stock Sales, Asset Sales, and Reverse Triangular Mergers Do Not Trigger the Same Problems
A founder-side guide to contract consent issues across deal structures, helping entrepreneurs spot assignment and change-of-control clauses before a sale process is boxed in by avoidable surprises.
Copyright Chain of Title in M&A: The Contractor, License, Recordation, and Termination Issues That Change Value
A practical M&A diligence guide for businesses with software, media, documentation, or content assets, focused on copyright ownership, contractor gaps, recordation, licenses, and termination rights.
Financing Certainty in a Company Sale: What Founders Should Ask When a Buyer Says the Deal Is “Fully Financed”
A practical seller-side guide to acquisition financing, commitment papers, financing outs, lien packages, and diligence questions that affect whether a signed deal is actually likely to close.
MAC Is Not the Only Walk-Away Right: Interim Operating Covenants, Bring-Downs, and Closing Conditions Founders Should Track
A founder-focused guide to signing-to-closing risk in private deals, explaining why no-MAC language is only one part of the buyer’s exit rights and where the real renegotiation pressure often comes from.
Founder Exit Approval Map: Board, Stockholder, LLC Member, and Drag-Along Steps Before You Sign
A founder-side M&A approvals guide covering board resolutions, stockholder or member consents, class votes, drag-alongs, and governing-document traps before a sale process gets expensive.
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