Florida Tax Clearance Certificates Quietly Decide Whether the Buyer Inherits the Seller’s Sales-Tax Liability
Florida § 213.758 gives the Department of Revenue a quiet claim against the buyer for the seller’s unpaid sales tax.
The DGCL § 228 Notice Window Is the Real Closing Bottleneck — And Why Front-Loading Stockholder Consent Is Often the Wrong Reflex
Counsel reflexively front-loads § 228 consent. The 20-day notice and appraisal-rights window often makes that the slower path. Here is the timing analysis to run before signatures go out.
The Florida LLC Operating Agreement Quietly Trumps the Statute on Member Consent — Why the Buyer’s First Diligence Move Should Be the Operating Agreement, Not Chapter 605
Florida’s Revised LLC Act gives default rules on member consent for asset sales and mergers. The operating agreement can override almost all of them.
The Section 382 Limitation Quietly Destroys NOLs in Founder Stock Sales — Why Both Sides Walk Away From a Tax Asset Neither Realized They Were Losing
When a founder sells C-corp stock with accumulated NOLs, Section 382 caps the buyer’s ability to use those NOLs at a tiny fraction of their face value.
The Founder Non-Compete in 2026 — Why the FTC Rule, the State Patchwork, and the Purchase-Price Allocation All Decide Whether the Restriction Holds
The founder non-compete that ships with the standard purchase agreement looks the same as it did five years ago.
D&O Tail Insurance Doesn’t Cover What Founders Think — The Six-Year Run-Off After Closing and the Three Gaps That Quietly Stay With the Founder
At closing, the target’s D&O policy gets converted to a six-year tail. Most founders assume that tail covers them for the duration. It covers less than they think — and the gaps are not theoretical.
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