Hurricane Season Mid-Deal: Property Insurance Diligence in a Florida Business Sale
A named storm between signing and closing is a deal problem, not just a weather problem. Wind deductibles, flood gaps, Citizens, and the casualty clause.
A named storm between signing and closing is a deal problem, not just a weather problem. Wind deductibles, flood gaps, Citizens, and the casualty clause.
Your target’s code is mostly open source. That is normal. Whether copyleft conditions reach the proprietary stack is the diligence question that moves price.
Convert from C to S, sell assets inside five years, and the double tax returns at 21%. How Section 1374 works, what starts the clock, and the timing that avoids it.
In a Florida main-street deal the lease is often the most valuable asset. When the landlord must consent, what Fernandez v. Vazquez requires — and what it does not.
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.