Florida courts set aside a chosen non-Florida law on public-policy grounds more than deal counsel realize. The Restatement § 187 test and the fix for M&A drafting.
A DBPR-licensed target with a broken CE trail gets repriced or fails to close. The 60-day audit workflow and the five license classes that drive value.
Florida § 607.0744 lets a target waive the corporate-opportunity doctrine in its charter. The rollover founder needs to negotiate the waiver, not just sign it, at closing.
The generic mutual NDA a Florida target signs before a diligence room opens rarely references FL § 688.001. Why the statute’s four-element test — and its exemplary-damages and injunctive remedies — depend on that reference.
Multi-location Florida M&A buyers routinely miss the Chapter 212 consolidated filer election under Rule 12A-1.056 — a DR-1CON application that ports collection allowances into a single return and quietly saves $30–50k a year on chain acquisitions.
In owner-occupied Florida M&A the survey — not the title commitment — drives the indemnification carve-out. Encroachments, easements, and Schedule B-II exceptions decide what the seller’s title rep actually covers.
Florida § 692.213 restricts foreign-principal real estate ownership — the buyer affidavit at closing, the carve-outs, and how M&A deals restructure in 2026.
Florida M&A employee benefits diligence: COBRA continuation, ACA affordability look-back, and the pre-closing plan termination decision that decides who eats the run-out claims.
Florida courts call most letters of intent unenforceable agreements to agree. What that means for a founder who signs one — and the terms that do bind.
Florida’s statutory share exchange under section 607.1102 delivers 100% of a target’s stock without chasing every holdout signature. Why almost nobody uses it.