Florida LLC vs. Delaware C-Corp: The Entity Choice That Will Shape Your Exit
Florida LLC or Delaware C-corp? A Florida business lawyer breaks down taxes, QSBS, VC fundraising, and when to convert.
Earnout Litigation in Delaware: Why “Commercially Reasonable Efforts” Is the Most Expensive Phrase in Your Deal
The fight in an earnout dispute is almost never about the math — it is about a single phrase: commercially reasonable efforts. Snow Phipps, Himawan, and what the language should actually say.
Moelis v. West Palm Beach Firefighters’ Pension Fund: Stockholder-Agreement Claims After Delaware’s Reversal
The Delaware Supreme Court reversed Moelis on narrow time-bar grounds. The signal runs deeper than the holding .
Working Capital Adjustments, Explained: The Peg, the True-Up, and the Fight You Didn’t See Coming
The working-capital peg quietly decides who writes a check at closing. A plain-English walk-through for first-time sellers — and a guide to the four rules that protect you.
What Is an Earnout (Really)? A Plain-English Guide for Founders Selling Their Business
Earnouts sound simple but cause more post-closing fights than any other deal term. A founder-friendly walk-through of how earnouts really work, how they go…
Rutledge v. Clearway Energy: Why the Delaware Supreme Court Blessed Controlling-Stockholder Reform
The Delaware Supreme Court upheld SB 21 against a constitutional challenge. Here is what the Rutledge opinion tells us about Delaware’s shifting corporate law and what it means for your next deal.
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