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. The tax clearance certificate is the only real cure — and most asset deals get it wrong.
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. Buyers who diligence the statute and skip the operating agreement keep finding themselves at closing with a transaction the operating agreement says they cannot do.
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. Both sides walk away from a tax asset that could have been worth real money — if they had structured the deal to preserve it.
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