Practice Notes: A Small Florida Capital Raise — Common Stock with Two-Tier Shareholder Rights
A real anonymized capital raise we papered for a small Florida company — common stock instead of SAFEs, two-tier shareholder rights, restricted stock for advisors. Five downloadable templates included.
Florida Asset Sales and the Mere Continuation Trap — When the Successor Liability Exception Pulls Buyers Back In
Florida’s mere-continuation exception to the no-successor-liability rule is broader than most asset-deal lawyers treat it as. Here is what triggers it and what to draft.
Cash-Free, Debt-Free Doesn’t Mean What Founders Think — The Three Categories That Quietly Reduce the Wire
“Cash-free, debt-free” sounds neutral. It is not. Three categories quietly reshape the wire amount founders actually receive at closing — here is what to fight at the LOI.
Practice Notes: A Foundation-Led Acquisition of a Spun-Out Crypto Protocol — Deal Structure From Term Sheet to Closing
An anonymized walkthrough of a real foundation-led crypto acquisition we papered — the term sheet, the prior-investor cleanup, the token warrants, and the closing mechanics.
Practice Notes: The Florida-Originated Web3 Startup, From Formation to Token Launch
We work with multiple crypto teams that are physically based in Florida. Florida adds a layer to the standard DE C-corp + protocol playbook that founders sometimes miss.
Practice Notes: Buying Out a Stuck Investor Before the Recapitalization
When an earlier investor’s rights block the next round, the buyout is its own miniature deal. The cost and structure depend on how strong their hand actually is.
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