The Hell-or-High-Water Antitrust Covenant Has Quietly Gone Asymmetric — Why Founders Should Demand a Divestiture Cost Cap in 2026 Deals
Hell-or-high-water antitrust covenants used to be one line. After the 2023 DOJ/FTC merger guidelines and a more aggressive HSR posture, the divestiture cap is where the deal is won or lost in 2026.
Florida’s § 607.1302 Appraisal Rights Are the Minority-Shareholder Leverage Cash-Out Buyers Underprice
Florida’s Business Corporation Act gives minority shareholders appraisal rights in a cash-out merger. Out-of-state buyers underprice the exposure. Here is how to plan for it.
The Go-Shop Is Mostly Theater — What the Data Says About Whether It Ever Finds a Topping Bid
Go-shops promise a post-signing market check, but recent data shows they rarely produce a superior bid. Here is what actually matters in deal-protection drafting.
Preferred Stock Protective Provisions Are a Second Approval You Forgot You Granted — Your Series A Can Veto Your Sale
Preferred stock protective provisions can veto your company sale through a separate class vote. Here is how the gate works and what founders should negotiate before a term sheet.
ODFI Is Not Your Custodian — Mapping Bank Roles Before You Draft Fintech Terms
Bank partners move money, hold money, or both — and the roles drive your fintech terms. Here is how to map ODFI, custody, Reg E, NACHA, and sponsor-bank flow-downs.
Your Terms of Service Are the Custody Agreement — Getting Crypto Custody Language Right
When there is no separate custody agreement, your user terms must create the custodial relationship. Here is how to draft custody, segregation, security interests, and remedies.
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