Kentucky Downs and the $10 Million Holdback That Turned on the Word ‘Final’
A $10M holdback in the Kentucky Downs sale turned on ‘final non-appealable ruling.’ Chancery’s post-trial lesson in event vs. loss triggers for deal lawyers.
A $10M holdback in the Kentucky Downs sale turned on ‘final non-appealable ruling.’ Chancery’s post-trial lesson in event vs. loss triggers for deal lawyers.
Sold QSBS before the § 1202 holding period? Section 1045’s 60-day rollover defers gain and tacks the holding period — if the replacement stock actually qualifies.
Delaware’s § 18-217 LLC division splits assets and liabilities by private plan. Why pre-sale carve-outs work, and the diligence buyers must run when one sits in the chain.
An asset deal doesn’t shed the union. Burns, Fall River, and the perfectly clear successor trap decide whether a buyer bargains — and who sets initial employment terms.
Florida’s § 605.0702 now lets an operating agreement’s deadlock sale provision displace judicial dissolution. What 50/50 Florida LLC members should draft — and initiate — first.
Section 1042 defers federal capital gains and costs you the S corporation ESOP. In a no-income-tax state that trade prices differently than founders are told.
Florida’s Bernard v. Kee rule requires continuity of ownership. The federal substantial continuity test does not — and it reaches FLSA and Title VII claims.
In a Medicare CHOW the provider agreement is automatically assigned with the seller’s overpayments attached. Rejecting it can strand the buyer without billing rights.
An asset sale is a withdrawal from a multiemployer pension plan. ERISA § 4204 defers it, but only with a five-year bond and seller secondary liability.
Florida section 367.071 gates every water utility transfer, and section 367.0811 decides whether a buyer ever earns a return on the price it actually paid.