The Chevron-Hess Arbitration: When a Right of First Refusal Meets a Merger
An ICC tribunal let Chevron close Hess over a joint-venture ROFR. The drafting lesson: rights of first refusal don’t catch mergers unless they say so.
After Connelly: Buy-Sell Agreements, Life Insurance, and the Estate Tax Trap
Connelly held that insurance-funded redemption obligations don’t offset company value. Why every closely held buy-sell is now a diligence item before a sale.
Florida Salon Sale: The 477.025 License Dies at Closing — and Booth-Rent Diligence
Florida salon licenses die with the seller’s entity — 477.025(7) says so. New-license timing, booth renter diligence, and keeping the chairs full after closing.
Hurricane Season Mid-Deal: Property Insurance Diligence in a Florida Business Sale
A named storm between signing and closing is a deal problem, not just a weather problem. Wind deductibles, flood gaps, Citizens, and the casualty clause.
Open Source Diligence in Tech M&A: The License Terms That Follow the Code
Your target’s code is mostly open source. That is normal. Whether copyleft conditions reach the proprietary stack is the diligence question that moves price.
The Built-In Gains Tax: The Five-Year Clock Inside Every Former C Corporation
Convert from C to S, sell assets inside five years, and the double tax returns at 21%. How Section 1374 works, what starts the clock, and the timing that avoids it.
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