Florida Conduit-Entity Doc-Stamp Tax Catches the Newco Sale
Florida’s conduit-entity rule taxes a controlling-interest sale as if the real property were deeded. Price the doc-stamp exposure at the LOI.
Florida’s conduit-entity rule taxes a controlling-interest sale as if the real property were deeded. Price the doc-stamp exposure at the LOI.
Pure assignment captures inventions made on the job. It misses the personal library the engineer dropped into the codebase before lunch. The background IP license closes the gap acquirer’s counsel always finds.
Olin and Huntsman’s all-stock merger of equals uses a fixed exchange ratio and a long-dated 2027 close. Who bears the price risk between signing and closing — and how to draft it.
Florida repealed its sales tax on commercial rent on October 1, 2025. On an M&A deal the repeal opens new lease-diligence questions rather than closing them out.
The Delaware Supreme Court’s 2026 J&J/Fortis ruling narrowed how founders collect a milestone earnout. Here is the drafting fix to make before you sign.
A vested ISO is not a vested asset until it is exercised, and the post-termination window is usually three months. Here is the tax cliff that ambushes engineers who treat the option like cash.
Buying a Florida business’s assets can escape sales tax under the occasional-sale exemption. One Rule 12A-1.037 condition voids it and leaves the buyer holding the bill.
Florida repealed its bulk-transfer statute, and most asset-deal lawyers never noticed. Here is the buyer protection that disappeared and what now does the work.
Delaware appraisal rights in a private company are the live Section 262 exposure in 2026 — the dissenting minority holder in a controller-led merger with no market check.
The plan’s default cause definition is broad and company-friendly, and it can extinguish vested options at termination. The bespoke service-agreement version should usually override it.