Florida’s mere-continuation exception to the no-successor-liability rule is broader than most asset-deal lawyers treat it as. Here is what triggers it and what to draft.
“Cash-free, debt-free” sounds neutral. It is not. Three categories quietly reshape the wire amount founders actually receive at closing — here is what to fight at the LOI.
An anonymized walkthrough of a real foundation-led crypto acquisition we papered — the term sheet, the prior-investor cleanup, the token warrants, and the closing mechanics.
We work with multiple crypto teams that are physically based in Florida. Florida adds a layer to the standard DE C-corp + protocol playbook that founders sometimes miss.
Stock sales of holding companies that own multiple operating units rarely close on the original term sheet. We walk through the restructuring that almost always has to happen first.
When an earlier investor’s rights block the next round, the buyout is its own miniature deal. The cost and structure depend on how strong their hand actually is.
Informal early checks create predictable cap-table problems. We see this pattern often enough that we’ve built a cleanup playbook.
Adding a foundation to a protocol structure is not automatic. We walk multiple clients through the decision each year — here is the framework we use.
Family office investments aren’t just small VC rounds. We’ve papered enough of them to know what tends to come up — and how to keep the founder out of trouble.
Token warrants and governance commitments don’t sunset on their own. When the next round demands a clean cap table, we untangle the prior commitments first.