The Florida LLC Operating Agreement Quietly Trumps the Statute on Member Consent — Why the Buyer’s First Diligence Move Should Be the Operating Agreement, Not Chapter 605
Florida’s Revised LLC Act gives default rules on member consent for asset sales and mergers. The operating agreement can override almost all of them.
The Section 382 Limitation Quietly Destroys NOLs in Founder Stock Sales — Why Both Sides Walk Away From a Tax Asset Neither Realized They Were Losing
When a founder sells C-corp stock with accumulated NOLs, Section 382 caps the buyer’s ability to use those NOLs at a tiny fraction of their face value.
The Founder Non-Compete in 2026 — Why the FTC Rule, the State Patchwork, and the Purchase-Price Allocation All Decide Whether the Restriction Holds
The founder non-compete that ships with the standard purchase agreement looks the same as it did five years ago.
D&O Tail Insurance Doesn’t Cover What Founders Think — The Six-Year Run-Off After Closing and the Three Gaps That Quietly Stay With the Founder
At closing, the target’s D&O policy gets converted to a six-year tail. Most founders assume that tail covers them for the duration. It covers less than they think — and the gaps are not theoretical.
The Four Indemnification Caps Quietly Decide the Seller’s Real Exposure — Why the Cap Architecture Is the Most Misread Section of a 2026 Purchase Agreement
Modern purchase agreements have at least four indemnification caps stacked on top of one another. Read in isolation each looks reasonable; read together they…
Florida Protected Series LLCs: The July 1, 2026 Drafting Mechanics Real Estate Investors and Holdco Architects Should Be Planning For
Florida’s Protected Series LLC framework takes effect July 1, 2026. Drafting mechanics, the records test, and when the series structure beats the LLC stack.
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