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.
The Background IP License Clause — Why Every Engineer Hire Needs One in the Invention Assignment Agreement
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.
A Fixed Exchange Ratio and a 2027 Close — The Price Risk Olin/Huntsman Put Back on the Table
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 Killed the Business-Rent Tax — What It Changes in Lease Diligence on a 2026 Deal
Florida repealed its sales tax on commercial rent on October 1, 2025.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 Earnout Efforts Clause Just Got Reset in Delaware — What J&J v. Fortis Means Before You Sign
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.
The Post-Termination Stock Option Exercise Window — What Optionholders Should Know Before Joining a Startup
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.
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