Earnout Acceleration on a Change of Control of the Buyer — Why the “No Acceleration” Default Hurts Founders Twice
When the buyer is itself acquired during the earnout, the “no acceleration” default in most APAs hurts founders twice. Here is the recent doctrinal line and the drafting fix.
The Stockholder Representative Provision Decides Who Speaks for the Sellers After Closing — And the Default Picks Are Almost Always Wrong
The stockholder representative clause looks like boilerplate. It is not. Whoever signs that paragraph holds unilateral authority over indemnification, escrow…
Florida’s Implied Covenant of Good Faith in Earnout Disputes Diverges From Delaware — Why the Choice-of-Law Clause Matters More Than Founders Think
Most Florida M&A deals choose Delaware law without a second thought. In earnout disputes, the choice matters .
The S-Corp Tax Distribution Covenant Is the Largest Number Founders Forget at the LOI — Why the Pre-Closing Distribution Belongs in the Term Sheet
When a founder sells an S-corp, the cash that funds the founder’s last K-1 tax bill has to come from somewhere.
Locked-Box Pricing Has Started Showing Up in U.S. Middle-Market M&A — Why the European Closing Mechanic Is Finally Catching On in 2026
For thirty years, U.S. private M&A has run on closing accounts and working-capital adjustments. In 2026, locked-box pricing .
Bring-Down or Bring-Forward — The Disclosure Schedule Update Between Signing and Closing Decides Who Bears the New-Information Risk
The disclosure schedule update between signing and closing is one of the most consequential — and most underspecified .
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