What Happens to Stock Options When the Company Sells: Cashouts, 409A, and Withholding
When a company sells, option holders get cashed out, assumed, or cancelled — and the check is W-2 wages, not capital gain. How 409A and the merger agreement decide.
Winding Up the Seller After a Florida Asset Sale: the 607.1406 Claims Cutoff
After a Florida asset sale, the seller entity still owes its debts. Sections 607.1406 and 607.1407 let a dissolved seller cut off claims — on a strict calendar.
FIRPTA at the Florida Closing Table: the Non-Foreign Certificate Every Buyer Demands
Every Florida closing set includes a FIRPTA non-foreign certificate — section 1445 makes the buyer liable for 15% withholding if the seller is foreign.
Buying Out a Florida Limited Partnership: Appraisal Rights the Agreement Can Erase
Florida limited partners get appraisal rights in mergers and conversions under 620.2114, but the partnership agreement can modify or eliminate them entirely.
Rollover Equity and Seller Notes Are Securities: Florida’s Chapter 517 in Private M&A
Rollover equity and seller notes in a Florida deal are securities. The 2024 rewrite of Ch. 517 changed which exemptions apply and added a bad actor rule.
Taking a Florida Liquor License as Collateral: Section 561.65’s 90-Day Window
A UCC-1 alone will not protect a seller note secured by a Florida liquor license. Section 561.65 requires recording with the DBPR division within 90 days.
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