Florida’s Implied Covenant of Good Faith in Earnout Disputes Diverges From Delaware — Why the Choice-of-Law Clause Matters More Than Founders Think
Most Florida M&A deals choose Delaware law without a second thought. In earnout disputes, the choice matters .
The S-Corp Tax Distribution Covenant Is the Largest Number Founders Forget at the LOI — Why the Pre-Closing Distribution Belongs in the Term Sheet
When a founder sells an S-corp, the cash that funds the founder’s last K-1 tax bill has to come from somewhere.
Locked-Box Pricing Has Started Showing Up in U.S. Middle-Market M&A — Why the European Closing Mechanic Is Finally Catching On in 2026
For thirty years, U.S. private M&A has run on closing accounts and working-capital adjustments. In 2026, locked-box pricing .
Bring-Down or Bring-Forward — The Disclosure Schedule Update Between Signing and Closing Decides Who Bears the New-Information Risk
The disclosure schedule update between signing and closing is one of the most consequential — and most underspecified .
A Section 363 Sale to a Strategic Buyer Looks Cleaner Than It Is — What the Auction Mechanics Really Cost
A Section 363 sale to a strategic buyer looks like the cleanest acquisition method in American commercial law.
Florida’s Revised LLC Act and the Pre-Sale Member-Consent Threshold That Doesn’t Match Your Operating Agreement
Florida Chapter 605 sets default consent thresholds for LLC mergers and asset sales that frequently do not match operating agreements drafted before 2015 .
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