Buying or Selling a Florida Hospice: The Certificate of Need Does Not Travel With the Deal
Florida repealed CON for hospitals but kept it for hospice. A change of ownership means a 60-day AHCA filing, and a competitor can intervene to slow the deal down.
Board Consent for a Token Generation Event — What Directors of a High-Growth Crypto Company Should Approve Before the TGE
The seven-item board consent checklist for a crypto token generation event — supply, allocation, SAFT settlement, foundation, key contracts, regulatory memo, indemnification.
Personal Goodwill in a Florida C-Corp Asset Sale: The Noncompete That Kills It
Personal goodwill can strip a layer of tax out of a Florida C-corp asset sale, but the buyer’s covenant package usually destroys it first. Martin Ice Cream applied.
Founder Token Vesting for High-Growth Crypto Companies — The 4-Year Schedule, the Cliff, and the Lockup That Hold Up in Diligence
Founder token vesting for high-growth crypto companies — the 4-year monthly schedule, the 12-month cliff, post-TGE lockups, acceleration, on-chain enforcement, and § 83(b).
When the Company Is Insolvent, Who Is the Board Selling For? CIBC Bank USA v. Barker
Delaware creditors of an insolvent company get no veto over a board chasing a price that clears the preferred liquidation preference. CIBC v. Barker, explained.
SAFT, T-SAFE, and the Token Warrant — Which Instrument Fits Which Stage of a High-Growth Crypto Raise
Compare the SAFT, T-SAFE (SAFE plus token warrant), and standalone token warrant — when each fits a high-growth crypto raise, and how they interact with Howey and diligence.
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