FIRPTA at the Florida Closing Table: the Non-Foreign Certificate Every Buyer Demands
Every Florida closing set includes a FIRPTA non-foreign certificate — section 1445 makes the buyer liable for 15% withholding if the seller is foreign.
Buying Out a Florida Limited Partnership: Appraisal Rights the Agreement Can Erase
Florida limited partners get appraisal rights in mergers and conversions under 620.2114, but the partnership agreement can modify or eliminate them entirely.
Rollover Equity and Seller Notes Are Securities: Florida’s Chapter 517 in Private M&A
Rollover equity and seller notes in a Florida deal are securities. The 2024 rewrite of Ch. 517 changed which exemptions apply and added a bad actor rule.
Taking a Florida Liquor License as Collateral: Section 561.65’s 90-Day Window
A UCC-1 alone will not protect a seller note secured by a Florida liquor license. Section 561.65 requires recording with the DBPR division within 90 days.
Selling a Law Practice in Florida: Bar Rule 4-1.17 Writes Half Your Deal Terms
Florida Bar Rule 4-1.17 lets a lawyer sell a practice, including goodwill, but its entirety rule, 30-day client notice, and fee freeze dictate the deal structure.
Cybersecurity Diligence in 2026 — The Incident Disclosure Rep That Belongs in Every Tech M&A Today
After the 2024 SEC cyber rules and updated FTC Safeguards, every 2026 tech M&A deal needs an incident disclosure rep that pierces the knowledge qualifier. The four elements sellers should expect to negotiate.
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