The § 754 Election in an LLC-Target Sale Is the Election Founders Should Negotiate For, Not Against
Conventional advice tells the LLC founder to resist the buyer’s § 754 election. The better play is to agree to it — and to negotiate something specific in exchange.
The Section 338(h)(10) Election Sounds Generous — Until the Founder Sees the Bill on Their Side
A 338(h)(10) election turns a stock sale into an asset sale for tax. For S-corp founders it almost never nets to zero — and the gross-up nobody asks for is where the leverage sits.
FUFTA and Distressed M&A in Florida — When the Asset Buyer Gets Pulled Into the Seller’s Creditor Fight
A Florida asset deal that strips a struggling seller can pull the buyer into the seller’s creditor avoidance action. FUFTA’s reach is broader than most asset-deal lawyers treat it as.
Section 280G Is the Closing-Day Haircut Founders Never Saw Coming — How the Cleansing Vote Actually Works
A founder selling a private company finds out at closing that a piece of their payout is subject to a 20% excise tax. The 280G cleansing vote fixes most of it — if you know to ask at the LOI.
Jumping Bids and the Terminate-and-Sign 8-K — Why Deal Lawyers in 2026 Are Re-Reading the No-Shop Clause
The Assertio 8-K hit EDGAR May 13 with a terminate-and-sign sequence. The Pfizer/Novo/Metsera fight tightened the doctrine without rewriting it. What to draft on either side of the table.
Florida Usury Law and Seller Notes — When an Earnout Kicker Turns the Deal Paper Into a Criminal Instrument
Florida caps interest at 18% civil, 25% above the threshold, and 45% criminal. Earnout-style seller notes with kickers can push effective rates over the cap without anyone noticing.
Give us a call at
904-234-5653
or fill out the form below for a consultation.
"*" indicates required fields