The Remote 1099 Who Was Always an Employee: Multi-State Misclassification Traps for Florida Companies
A Florida company’s out-of-state remote 1099 may be an employee no matter what the contract says. ABC tests, treble damages, and the structures that survive.
Your PTO Policy Is a Wage Liability: The Multi-State Vacation Payout Trap Founders Miss
Accrued vacation is a wage in California and several other states, and a forfeiture clause won’t save you. How Florida differs and how to draft a PTO policy that holds up.
Buying a Florida Pain-Management Clinic — The § 458.3265 Registration Doesn’t Transfer
Florida § 458.3265 requires physician full ownership and a new registration application on any change of ownership. How that reshapes a pain-clinic acquisition.
Converting a Delaware Corporation to a Public Benefit Corporation: The Charter Amendment Is the Easy Part
Since 2020 a Delaware PBC conversion is an ordinary § 242 charter amendment. Here are the mechanics, the consents that actually gate it, and what Drakes Landing changed.
Adding a Director by Written Consent: Your Investor Doesn’t Have to Sign (But Their Board Designee Does)
Why a Delaware startup’s majority stockholder can elect a new director by written consent without the investor’s signature, and where the investor’s designee still must sign.
Chertok v. OnSolve: Conditioning Merger Consideration on a Release Breaches the Charter
Delaware’s Court of Chancery held after trial that conditioning payment of merger consideration on a stockholder release breaches the charter. What changes in closing packets.
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