Single Trigger vs. Double Trigger Vesting Acceleration in M&A — What Founders Actually Lose When the Buyer Plans to Replace Your Team
Single-trigger vs. double-trigger acceleration sounds like equity-doc plumbing. In a sale, it decides which of your employees walk away with their equity and…
Joint and Several vs. Several-Only Seller Indemnification — Why the Default in Multi-Seller Deals Pulls Clean Founders Into the Dirty Ones’ Fight
In multi-seller M&A, the default indemnification regime is too often joint and several. Clean sellers end up funding the recovery against a single bad-actor…
The Florida-to-Delaware Pre-Sale Conversion — Why Founder-Owned LLCs Re-Domesticate Before Going Under Contract
Buyers increasingly ask Florida-formed LLC targets to convert to Delaware before signing. The 2025 Revised Florida LLC Act made the outbound conversion easier, but the founder considerations are not w
The Closing-Date Non-Compete Re-Up — Why Buyers Demand New Restrictive Covenants From Your Key Employees, and What Founders Should Have Negotiated
Founders negotiate their own non-compete in the merger agreement and assume the restrictive-covenant work is done. The buyer’s separate ask for new non-competes from key employees is a quieter leverag
Earnout Acceleration on a Change of Control of the Buyer — Why the “No Acceleration” Default Hurts Founders Twice
When the buyer is itself acquired during the earnout, the “no acceleration” default in most APAs hurts founders twice. Here is the recent doctrinal line and the drafting fix.
The Stockholder Representative Provision Decides Who Speaks for the Sellers After Closing — And the Default Picks Are Almost Always Wrong
The stockholder representative clause looks like boilerplate. It is not. Whoever signs that paragraph holds unilateral authority over indemnification, escrow…
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