Section 453A Interest Charge: The Founder Installment Sale Trap
The section 453A interest charge hits any founder installment sale with a seller note above $5 million — and most CPAs only flag it the April after closing.
The section 453A interest charge hits any founder installment sale with a seller note above $5 million — and most CPAs only flag it the April after closing.
A working capital neutral accountant almost always sides with the buyer. The fix is not in the dispute resolution clause — it is in the specified accounting principles exhibit.
A DSO offer for your Florida dental practice looks clean until 466.0285 reshapes the structure. Here is how nondentist ownership actually drives the deal.
Asset sale vs stock sale isn’t a tax decision — it’s a license, lease, customer, and successor-liability decision. Here is the framework Florida founders should run before signing the LOI.
Florida § 542.335 presumes a sale-of-business non-compete reasonable up to three years and unreasonable past seven — far longer than the employee tail. Here is what founders selling in 2026 should expect.
A PE sponsor’s drag-along right looks like boilerplate at signing. Three years later it forces a sale on the sponsor’s timeline, often before the founder’s rollover has hit its real value.
Auto repair shop M&A in Florida turns on three quiet items: the EPA SQG generator file, the landlord’s consent on the lease, and a technician retention bonus that survives the closing.
The RWI conduct of claims clause in 2026 policies quietly hands defense control to the carrier — what buyer’s and seller’s counsel should negotiate at bind to keep authority over post-closing claims.
Florida 607.1602 inspection rights give minority shareholders narrower leverage than DGCL 220 — the tripartite statutory gate flips the seller-side playbook at FL targets.
Post-money SAFE dilution quietly shifts ownership away from Florida founders, and every new SAFE stacks. Learn to model the real number before a priced round.