The “Cause” Definition in Executive Equity Agreements — Why the Bespoke Version Should Usually Override the Plan Default
The plan’s default cause definition is broad and company-friendly, and it can extinguish vested options at termination. The bespoke service-agreement version should usually override it.
The Materiality Scrape Is Quietly Leaving Your RWI Deal — Why Selling Founders Should Let It Go and Spend the Leverage Elsewhere
On an RWI deal, the materiality scrape barely reaches a selling founder’s wallet. Here is why to stop fighting it and trade that leverage for protection that actually pays.
Buying or Selling a Funeral Home in Florida — The § 497 Preneed Trust Liability the Buyer Inherits
A Florida funeral home’s preneed contracts are future obligations funded by trust. 497.458 sets the rules, and a buyer who skips the funding check inherits the gap.
The Real Florida LLC Unanimous-Consent Trap Isn’t the Merger — It’s the Operating-Agreement Amendment You Need Mid-Process
A Florida LLC operating agreement amendment defaults to unanimous member consent under § 605.04073(1)(d) — the trap that catches founders bolting on a drag-along mid-sale.
Getting Equity and IP Right in Startup Contractor and Executive Agreements
Most equity and IP disputes do not come from a bad deal — they come from good deals described imprecisely across documents that were supposed to fit together. A drafting checklist for startup contractor and executive agreements.
Balance-Sheet Carve-Out M&A: The Two-Track Close
Figure–Kiavi shows the two-track close: a cash merger for the operating platform, plus a balance-sheet carve-out to a JV. What sellers should negotiate.
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