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.
The Medicare Provider Agreement Comes With the Seller’s Debts — 42 C.F.R. § 489.18 and the Florida Health Care CHOW
In a Medicare CHOW the provider agreement is automatically assigned with the seller’s overpayments attached. Rejecting it can strand the buyer without billing rights.
The Multiemployer Pension Bill Hiding in Your Florida Asset Deal — ERISA § 4204 and the Withdrawal Liability Nobody Priced
An asset sale is a withdrawal from a multiemployer pension plan. ERISA § 4204 defers it, but only with a five-year bond and seller secondary liability.
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