The Specific Performance Backstop After Crispo — What 2026 Sellers Should Demand Before Signing With a PE Buyer
Crispo v. Musk reshaped what sellers can recover from PE buyers who refuse to close. Three drafting points sellers should fight for in 2026.
The HSR Item 4 Documents Trap — What 2026 Sellers Are Producing to the Regulators, and Why It Surprises Founders Mid-Diligence
The 2024 HSR overhaul widened what counts as a transaction-related document. Sellers are getting tripped up by it — here is what to clean up before the LOI.
The Reverse Termination Fee Has Quietly Become the Antitrust Co-Pay — What 2026 Strategic Deals Are Showing About the New Asymmetry
Reverse termination fees in 2026 strategic deals aren’t flat liquidated damages — they’re the buyer’s antitrust co-pay. What sellers should push for at the LOI stage.
Section 1202 After OBBBA — The Four-Year Tier Just Changed the Founder’s Sale Calculus
OBBBA replaced the QSBS five-year cliff with a tiered exclusion starting at three years. What founders selling in 2026 should do before signing the LOI.
Rep & Warranty Insurance in 2026 Quietly Covers Less Than It Did Five Years Ago — Read the Exclusion List Before the Bind
Rep-and-warranty policies in 2026 carry a longer exclusion list than founders are told. Wage-and-hour, pre-discovery cyber, PFAS, AI training data — read the binder before the bind.
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.
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