Selling to an ESOP From Florida — What the § 1042 Rollover Is Actually Worth With No State Income Tax
Section 1042 defers federal capital gains and costs you the S corporation ESOP. In a no-income-tax state that trade prices differently than founders are told.
Your Asset Deal Doesn’t Stop a Federal Wage Claim — Substantial Continuity Successor Liability in the Eleventh Circuit
Florida’s Bernard v. Kee rule requires continuity of ownership. The federal substantial continuity test does not — and it reaches FLSA and Title VII claims.
The Medicare Provider Agreement Comes With the Seller’s Debts — 42 C.F.R. § 489.18 and the Florida Health Care CHOW
In a Medicare CHOW the provider agreement is automatically assigned with the seller’s overpayments attached. Rejecting it can strand the buyer without billing rights.
The Multiemployer Pension Bill Hiding in Your Florida Asset Deal — ERISA § 4204 and the Withdrawal Liability Nobody Priced
An asset sale is a withdrawal from a multiemployer pension plan. ERISA § 4204 defers it, but only with a five-year bond and seller secondary liability.
Buying or Selling a Florida Water Utility: PSC Approval and the Rate Base Trap
Florida section 367.071 gates every water utility transfer, and section 367.0811 decides whether a buyer ever earns a return on the price it actually paid.
Gladstone v. EBC Holdings and the Excess Cash Fight in Private Company Appraisal
An August 2026 Chancery appraisal shows how private-company value turns on excess cash, missing projections, and asset-level illiquidity discounts rather than deal price.
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