The “Indebtedness” Definition in the Purchase Agreement Pulls More Out of the Wire Than Founders Plan For
The buyer wires the headline price minus indebtedness. What counts is contractually defined and routinely includes items founders never priced. What to fix at the LOI.
The Ordinary Course Covenant Between Signing and Closing Is the Easiest Way for Sellers to Breach — Without Knowing They Did
The interim operating covenant looks like boilerplate. Recent Chancery cases have made it the cleanest path for buyers to walk before closing.
The Specific Performance Backstop After Crispo — What 2026 Sellers Should Demand Before Signing With a PE Buyer
Crispo v. Musk reshaped what sellers can recover from PE buyers who refuse to close. Three drafting points sellers should fight for in 2026.
The HSR Item 4 Documents Trap — What 2026 Sellers Are Producing to the Regulators, and Why It Surprises Founders Mid-Diligence
The 2024 HSR overhaul widened what counts as a transaction-related document. Sellers are getting tripped up by it — here is what to clean up before the LOI.
The Reverse Termination Fee Has Quietly Become the Antitrust Co-Pay — What 2026 Strategic Deals Are Showing About the New Asymmetry
Reverse termination fees in 2026 strategic deals aren’t flat liquidated damages — they’re the buyer’s antitrust co-pay. What sellers should push for at the LOI stage.
Section 1202 After OBBBA — The Four-Year Tier Just Changed the Founder’s Sale Calculus
OBBBA replaced the QSBS five-year cliff with a tiered exclusion starting at three years. What founders selling in 2026 should do before signing the LOI.
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