A Fixed Exchange Ratio and a 2027 Close — The Price Risk Olin/Huntsman Put Back on the Table
Olin and Huntsman’s all-stock merger of equals uses a fixed exchange ratio and a long-dated 2027 close. Who bears the price risk between signing and closing — and how to draft it.
Florida Killed the Business-Rent Tax — What It Changes in Lease Diligence on a 2026 Deal
Florida repealed its sales tax on commercial rent on October 1, 2025. On an M&A deal the repeal opens new lease-diligence questions rather than closing them out.
The Earnout Efforts Clause Just Got Reset in Delaware — What J&J v. Fortis Means Before You Sign
The Delaware Supreme Court’s 2026 J&J/Fortis ruling narrowed how founders collect a milestone earnout. Here is the drafting fix to make before you sign.
The Post-Termination Stock Option Exercise Window — What Optionholders Should Know Before Joining a Startup
A vested ISO is not a vested asset until it is exercised, and the post-termination window is usually three months. Here is the tax cliff that ambushes engineers who treat the option like cash.
Florida’s Occasional-Sale Sales-Tax Exemption Can Save Six Figures in an Asset Deal — and the Rule 12A-1.037 Condition That Quietly Voids It
Buying a Florida business’s assets can escape sales tax under the occasional-sale exemption. One Rule 12A-1.037 condition voids it and leaves the buyer holding the bill.
Florida Repealed Its Bulk-Sales Law — The Buyer Protection That Quietly Left the Asset Deal
Florida repealed its bulk-transfer statute, and most asset-deal lawyers never noticed. Here is the buyer protection that disappeared and what now does the work.
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