Buying a Florida Pain-Management Clinic — The § 458.3265 Registration Doesn’t Transfer
Florida § 458.3265 requires physician full ownership and a new registration application on any change of ownership. How that reshapes a pain-clinic acquisition.
Converting a Delaware Corporation to a Public Benefit Corporation: The Charter Amendment Is the Easy Part
Since 2020 a Delaware PBC conversion is an ordinary § 242 charter amendment. Here are the mechanics, the consents that actually gate it, and what Drakes Landing changed.
Adding a Director by Written Consent: Your Investor Doesn’t Have to Sign (But Their Board Designee Does)
Why a Delaware startup’s majority stockholder can elect a new director by written consent without the investor’s signature, and where the investor’s designee still must sign.
Chertok v. OnSolve: Conditioning Merger Consideration on a Release Breaches the Charter
Delaware’s Court of Chancery held after trial that conditioning payment of merger consideration on a stockholder release breaches the charter. What changes in closing packets.
The Chevron-Hess Arbitration: When a Right of First Refusal Meets a Merger
An ICC tribunal let Chevron close Hess over a joint-venture ROFR. The drafting lesson: rights of first refusal don’t catch mergers unless they say so.
After Connelly: Buy-Sell Agreements, Life Insurance, and the Estate Tax Trap
Connelly held that insurance-funded redemption obligations don’t offset company value. Why every closely held buy-sell is now a diligence item before a sale.
Give us a call at
904-234-5653
or fill out the form below for a consultation.
"*" indicates required fields