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. Three drafting moves the form contract usually misses.
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.
Florida Asset Sales and the Mere Continuation Trap — When the Successor Liability Exception Pulls Buyers Back In
Florida’s mere-continuation exception to the no-successor-liability rule is broader than most asset-deal lawyers treat it as. Here is what triggers it and what to draft.
Cash-Free, Debt-Free Doesn’t Mean What Founders Think — The Three Categories That Quietly Reduce the Wire
“Cash-free, debt-free” sounds neutral. It is not. Three categories quietly reshape the wire amount founders actually receive at closing — here is what to fight at the LOI.
Practice Notes: A Foundation-Led Acquisition of a Spun-Out Crypto Protocol — Deal Structure From Term Sheet to Closing
An anonymized walkthrough of a real foundation-led crypto acquisition we papered — the term sheet, the prior-investor cleanup, the token warrants, and the closing mechanics.
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