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.
The Four Indemnification Caps Quietly Decide the Seller’s Real Exposure — Why the Cap Architecture Is the Most Misread Section of a 2026 Purchase Agreement
Modern purchase agreements have at least four indemnification caps stacked on top of one another. Read in isolation each looks reasonable; read together they…
Florida Protected Series LLCs: The July 1, 2026 Drafting Mechanics Real Estate Investors and Holdco Architects Should Be Planning For
Florida’s Protected Series LLC framework takes effect July 1, 2026. Drafting mechanics, the records test, and when the series structure beats the LLC stack.
The SEC/CFTC Five-Part Crypto Taxonomy: What Florida Operators Need to Know After the March 17 Joint Interpretation
The March 17, 2026 SEC/CFTC joint interpretation sorts crypto assets into five categories. What it means for Florida operators raising, building, and exiting.
Convertible Notes and State Usury Laws: A 2026 Jurisdiction Map for Florida Founders Raising Across State Lines
How New York, California, Florida, Delaware, and Texas usury laws apply to convertible notes after Adar Bays. Drafting traps and how to avoid them.
The § 754 Election in an LLC-Target Sale Is the Election Founders Should Negotiate For, Not Against
Conventional advice tells the LLC founder to resist the buyer’s § 754 election. The better play is to agree to it — and to negotiate something specific in exchange.
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