Section 280G Is the Closing-Day Haircut Founders Never Saw Coming — How the Cleansing Vote Actually Works
A founder selling a private company finds out at closing that a piece of their payout is subject to a 20% excise tax. The 280G cleansing vote fixes most of it — if you know to ask at the LOI.
Jumping Bids and the Terminate-and-Sign 8-K — Why Deal Lawyers in 2026 Are Re-Reading the No-Shop Clause
The Assertio 8-K hit EDGAR May 13 with a terminate-and-sign sequence. The Pfizer/Novo/Metsera fight tightened the doctrine without rewriting it. What to draft on either side of the table.
Florida Usury Law and Seller Notes — When an Earnout Kicker Turns the Deal Paper Into a Criminal Instrument
Florida caps interest at 18% civil, 25% above the threshold, and 45% criminal. Earnout-style seller notes with kickers can push effective rates over the cap without anyone noticing.
The Closing 8-K Is a Founder Disclosure Event — What a Public Buyer Will File About Your Deal Within Four Business Days
Selling to a public-company buyer triggers an 8-K filing within four business days of closing. Three things to negotiate at the LOI to manage your own disclosure.
Contingent Value Rights in 2026 Biopharma Take-Privates — What the Triggers Actually Pay, After the $180 Million Syntimmune Ruling
CVRs look like earnouts but Delaware treats them differently. The 2024 Alexion/Syntimmune ruling and the resulting $180 million damages award reset the efforts-standard analysis for biopharma deals.
Florida’s Documentary Stamp Tax on Seller Notes — The Asset-Deal Surprise Buyers Should Price at the LOI
Florida’s documentary stamp tax quietly hits seller notes and secured deal paper. In a Florida asset deal the buyer often discovers it at closing. Three lines at the LOI keep the math from moving.
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