Software Litigation in M&A — The Rep Breaches, License Claims, and Escrow Disputes That Surface After Closing
The rep-and-warranty section of a software purchase agreement is written in the language of certainty. Post-closing software litigation is what happens when that certainty encounters the actual codebase — IP infringement claims, open-source contamination, escrow build failures, SLA misreporting, change-of-control licenses, trade-secret suits, and cyber disclosure gaps.
Buying or Selling a Florida CPA Firm — Why the FL § 473 Non-CPA Ownership Cap Forces a Holdco Structure on PE Roll-Ups
Florida CPA firm M&A runs into FL § 473.3101 ownership caps. Why PE buyers need a holdco/MSO structure, and the three diligence items that decide whether the rollover holds.
The Florida Homestead Question in Founder Cash-Outs — Why Pre-Sale Distribution Strategy Affects More Than Tax
Florida homestead protection interacts with founder cash-outs in ways CPAs miss — the pre-sale distribution affects creditor and asset protection planning.
Buying or Selling a Florida Landscape Company — Workers Comp Mod, H-2B Sponsorship, and the Customer Concentration Test
Florida landscape company M&A turns on three quiet items: workers comp mod transfer, H-2B visa sponsorship continuity, and customer concentration that decides the multiple.
Buying or Selling a Florida Marina — The Submerged Land Lease and the DEP Permit Trap
Florida marina M&A turns on the submerged land lease and the DEP environmental permit chain — items that decide whether the buyer can operate on day one.
Florida § 663 International Banking Facility in Cross-Border M&A — The Single-State Foreign-Lender Structure Most Tax Lawyers Miss
Florida Chapter 663 quietly lets a foreign bank fund a Florida target from an in-state banking facility with a state-specific carve-out most cross-border deal counsel never surface at the term sheet.
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