Sandbagging in Florida M&A: What Global Quest Means for Buyer Knowledge
Delaware leans pro-sandbagging. Florida never picked a side. What buyer knowledge does to warranty and fraud claims — and the clause that answers it.
Delaware leans pro-sandbagging. Florida never picked a side. What buyer knowledge does to warranty and fraud claims — and the clause that answers it.
FinCEN’s 2025 interim rule exempted U.S.-formed entities from BOI reporting — but foreign-formed entities in a deal structure still file, and closings still create deadlines.
Great Hill held that a merger passes the target’s attorney-client privilege — deal negotiations included — to the buyer. The carve-out clause, and the email hygiene behind it.
In a Florida title agency sale the license is the easy part. The underwriting agreement, the escrow reconciliations, and the people are what the buyer is actually pricing.
Florida treatment center deals close through DCF relicensure, not license transfer — and diligence runs straight into the Patient Brokering Act’s felony tiers.
Rollover equity often arrives with vesting attached. When an 83(b) election is needed, when it isn’t, and how the IRS’s online Form 15620 changes the filing.
Amendment 2’s last step lands September 30, 2026. Labor-cost step-ups, wage-and-hour diligence, and successor risk for anyone buying a Florida workforce.
Estate planning moves stock into trusts; not every trust can hold S corporation shares. How QSST and ESBT elections go missing, and how deals close anyway.
Produce inventory and its receivables may sit in a federal statutory trust for unpaid growers. What PACA and Florida’s ch. 604 dealer license mean for buyers.
Delaware’s Revlon doctrine doesn’t govern Florida corporations. What § 607.0830 asks of a board selling the company, and why careful process still wins.