Management Equity Pool Rollover Dilution: The LOI Trap PE Sponsors Don’t Name
Management equity pool rollover dilution in private equity deals quietly carves three to four points off the founder’s NewCo stake.
The Hell-or-High-Water Antitrust Covenant Has Quietly Gone Asymmetric — Why Founders Should Demand a Divestiture Cost Cap in 2026 Deals
Hell-or-high-water antitrust covenants used to be one line. After the 2023 DOJ/FTC merger guidelines and a more aggressive HSR posture, the divestiture cap is where the deal is won or lost in 2026.
Florida’s § 607.1302 Appraisal Rights Are the Minority-Shareholder Leverage Cash-Out Buyers Underprice
Florida’s Business Corporation Act gives minority shareholders appraisal rights in a cash-out merger. Out-of-state buyers underprice the exposure. Here is how to plan for it.
The Go-Shop Is Mostly Theater — What the Data Says About Whether It Ever Finds a Topping Bid
Go-shops promise a post-signing market check, but recent data shows they rarely produce a superior bid. Here is what actually matters in deal-protection drafting.
Preferred Stock Protective Provisions Are a Second Approval You Forgot You Granted — Your Series A Can Veto Your Sale
Preferred stock protective provisions can veto your company sale through a separate class vote. Here is how the gate works and what founders should negotiate before a term sheet.
ODFI Is Not Your Custodian — Mapping Bank Roles Before You Draft Fintech Terms
Bank partners move money, hold money, or both — and the roles drive your fintech terms. Here is how to map ODFI, custody, Reg E, NACHA, and sponsor-bank flow-downs.
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