Open Source Diligence in Tech M&A: The License Terms That Follow the Code
Your target’s code is mostly open source. That is normal. Whether copyleft conditions reach the proprietary stack is the diligence question that moves price.
The Built-In Gains Tax: The Five-Year Clock Inside Every Former C Corporation
Convert from C to S, sell assets inside five years, and the double tax returns at 21%. How Section 1374 works, what starts the clock, and the timing that avoids it.
Assigning the Lease in a Florida Business Sale: What Landlord Consent Requires
In a Florida main-street deal the lease is often the most valuable asset. When the landlord must consent, what Fernandez v. Vazquez requires — and what it does not.
Sandbagging in Florida M&A: What Global Quest Means for Buyer Knowledge
Delaware leans pro-sandbagging. Florida never picked a side. What buyer knowledge does to warranty and fraud claims — and the clause that answers it.
The Corporate Transparency Act After the U-Turn: What Still Belongs on a Closing Checklist
FinCEN’s 2025 interim rule exempted U.S.-formed entities from BOI reporting — but foreign-formed entities in a deal structure still file, and closings still create deadlines.
Who Owns the Attorney-Client Privilege After a Merger? Great Hill and the Carve-Out
Great Hill held that a merger passes the target’s attorney-client privilege — deal negotiations included — to the buyer. The carve-out clause, and the email hygiene behind it.
Give us a call at
904-234-5653
or fill out the form below for a consultation.
"*" indicates required fields