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.
Reps and Warranties Insurance for Florida Middle-Market M&A: 2026 Pricing, Retention, and When the Premium Earns Its Keep
Florida M&A in 2026: how RWI pricing, retention, and policy structure have shifted, and when middle-market buyers and sellers should pay the premium.
Founder Rollover at the PE Close — Why the F-Reorg Tax Bill Lands Six Months After You Sign
PE buyers sell founder rollover as a tax-free piece of the deal. The F-reorg structure is more complicated than that. Three places the bill lands later, and what to negotiate at the LOI.
The Survival Clause Cannot Bury Fraud — What the 2025 Chancery Line Forces Sellers to Re-Draft
Twelve months of survival looks like the seller’s strongest post-closing shield. The 2025 Delaware Chancery line holds it cannot eliminate fraud claims at all.
Practice Notes: A Small Florida Capital Raise — Common Stock with Two-Tier Shareholder Rights
A real anonymized capital raise we papered for a small Florida company — common stock instead of SAFEs, two-tier shareholder rights, restricted stock for advisors. Five downloadable templates included.
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