Sold Your QSBS Too Early? Section 1045 Buys the Holding Period Back
Sold QSBS before the § 1202 holding period? Section 1045’s 60-day rollover defers gain and tacks the holding period — if the replacement stock actually qualifies.
The Delaware LLC Division — § 18-217 Pre-Sale Carve-Outs and the Diligence Gap They Leave
Delaware’s § 18-217 LLC division splits assets and liabilities by private plan. Why pre-sale carve-outs work, and the diligence buyers must run when one sits in the chain.
Buying a Unionized Business — Burns, Fall River, and the Perfectly Clear Successor Trap
An asset deal doesn’t shed the union. Burns, Fall River, and the perfectly clear successor trap decide whether a buyer bargains — and who sets initial employment terms.
The 50/50 Florida LLC Deadlock — § 605.0702 Now Lets Your Shotgun Clause Beat Dissolution
Florida’s § 605.0702 now lets an operating agreement’s deadlock sale provision displace judicial dissolution. What 50/50 Florida LLC members should draft — and initiate — first.
Selling to an ESOP From Florida — What the § 1042 Rollover Is Actually Worth With No State Income Tax
Section 1042 defers federal capital gains and costs you the S corporation ESOP. In a no-income-tax state that trade prices differently than founders are told.
Your Asset Deal Doesn’t Stop a Federal Wage Claim — Substantial Continuity Successor Liability in the Eleventh Circuit
Florida’s Bernard v. Kee rule requires continuity of ownership. The federal substantial continuity test does not — and it reaches FLSA and Title VII claims.
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