The SEC/CFTC Five-Part Crypto Taxonomy: What Florida Operators Need to Know After the March 17 Joint Interpretation
The March 17, 2026 SEC/CFTC joint interpretation sorts crypto assets into five categories. What it means for Florida operators raising, building, and exiting.
Convertible Notes and State Usury Laws: A 2026 Jurisdiction Map for Florida Founders Raising Across State Lines
How New York, California, Florida, Delaware, and Texas usury laws apply to convertible notes after Adar Bays. Drafting traps and how to avoid them.
The § 754 Election in an LLC-Target Sale Is the Election Founders Should Negotiate For, Not Against
Conventional advice tells the LLC founder to resist the buyer’s § 754 election. The better play is to agree to it — and to negotiate something specific in exchange.
The Section 338(h)(10) Election Sounds Generous — Until the Founder Sees the Bill on Their Side
A 338(h)(10) election turns a stock sale into an asset sale for tax. For S-corp founders it almost never nets to zero — and the gross-up nobody asks for is where the leverage sits.
FUFTA and Distressed M&A in Florida — When the Asset Buyer Gets Pulled Into the Seller’s Creditor Fight
A Florida asset deal that strips a struggling seller can pull the buyer into the seller’s creditor avoidance action. FUFTA’s reach is broader than most asset-deal lawyers treat it as.
Section 280G Is the Closing-Day Haircut Founders Never Saw Coming — How the Cleansing Vote Actually Works
A founder selling a private company finds out at closing that a piece of their payout is subject to a 20% excise tax. The 280G cleansing vote fixes most of it — if you know to ask at the LOI.
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