The Section 1060 allocation looks like a tax-form chore. It decides how much of the purchase price is taxed at capital-gain rates versus ordinary rates.
Founders fixate on the working-capital true-up. The fight that actually moves money is the target number and the accounting principles, locked in at signing.
Section 220 has become the plaintiffs’ bar’s most reliable pre-closing weapon. Boards should anticipate the demand before the announcement.
To the Company’s knowledge means whatever the agreement says it means. The 2024-2025 Chancery cases on knowledge qualifiers reward careful drafting.
The buyer wires the headline price minus indebtedness. What counts is contractually defined and routinely includes items founders never priced. What to fix at the LOI.
The interim operating covenant looks like boilerplate. Recent Chancery cases have made it the cleanest path for buyers to walk before closing.
Crispo v. Musk reshaped what sellers can recover from PE buyers who refuse to close. Three drafting points sellers should fight for in 2026.
The 2024 HSR overhaul widened what counts as a transaction-related document. Sellers are getting tripped up by it — here is what to clean up before the LOI.
Reverse termination fees in 2026 strategic deals aren’t flat liquidated damages — they’re the buyer’s antitrust co-pay. What sellers should push for at the LOI stage.
OBBBA replaced the QSBS five-year cliff with a tiered exclusion starting at three years. What founders selling in 2026 should do before signing the LOI.