A Section 363 Sale to a Strategic Buyer Looks Cleaner Than It Is — What the Auction Mechanics Really Cost
A Section 363 sale to a strategic buyer looks like the cleanest acquisition method in American commercial law. The auction mechanics, cure liability, and successor-liability tail tell a different story.
Florida’s Revised LLC Act and the Pre-Sale Member-Consent Threshold That Doesn’t Match Your Operating Agreement
Florida Chapter 605 sets default consent thresholds for LLC mergers and asset sales that frequently do not match operating agreements drafted before 2015 — and the gap is a deal-stopper buyers are now finding in diligence.
The Merger of Equals Is a Different Animal From an Acquisition — What Two Privates Combining Should Negotiate Before the Term Sheet
MOE transactions look like acquisitions on the documents. The governance, CEO succession, and headquarters questions must be resolved before the term sheet, not after.
Section 1060 Allocation in Asset Sales — The Buyer’s Tax Cap and the Seller’s Character Benefit Are in Tension
The Section 1060 allocation looks like a tax-form chore. It decides how much of the purchase price is taxed at capital-gain rates versus ordinary rates.
The Working Capital Adjustment Is the Most Common Post-Closing Dispute — Why the Target Number Matters More Than the True-Up
Founders fixate on the working-capital true-up. The fight that actually moves money is the target number and the accounting principles, locked in at signing.
The § 220 Books-and-Records Demand Has Become a Deal-Blocking Tool — Why a Single Minority Stockholder Can Slow Your Sale to a Crawl
Section 220 has become the plaintiffs’ bar’s most reliable pre-closing weapon. Boards should anticipate the demand before the announcement.
Give us a call at
904-234-5653
or fill out the form below for a consultation.
"*" indicates required fields