Page 10 of 17. Practical M&A and securities guidance from deal counsel.
Florida has no personal income tax, which shifts the asset versus stock negotiation in ways other states never see. Documentary stamp tax on seller notes, buyer preference for asset treatment, and what sellers actually give up when they agree to asset sales.
Apr 12, 2026
Florida Chapter 517 is a notice-filing state, NSMIA preempts most covered securities, and blue sky only becomes a deal issue when earn-out equity or seller notes enter the picture. A practical overview for acquirers and sellers.
Apr 12, 2026
Florida repealed most acute-care CON requirements in 2019, but the regulatory map did not get simpler. AHCA licensing transfer, AG nonprofit review, and CPOM structure through MSO/friendly-PC arrangements still drive healthcare deal timelines. A practical guide.
Apr 12, 2026
Palm Beach County buyers are not the same as the ones closing deals in Miami-Dade or Broward. Northeast relocators, retirees re-entering work, and SBA plus seller note combinations drive most of the small business deal flow. A practical field guide.
Apr 12, 2026
Preparing a Form 8-A filing? Establish eligibility, effective events and reporting responsibilities before committing to a listing calendar.
Apr 5, 2026
OTCQB vs OTCQX comparison: eligibility requirements, annual fees ($15K vs $25K), financial standards, governance requirements, and when each market tier makes sense. Decision framework from securities counsel.
Apr 3, 2026
Three paths to going public compared: reverse merger (3-6 months, $500K-$1M), SPAC merger (4-6 months, $50M+ capital), and direct listing (6-9 months, no dilution). Decision framework from securities counsel.
Apr 3, 2026
Legal requirements for SBA 7(a) business acquisition loans that financial guides miss: APA restrictions, personal guarantee scope, equity injection documentation, closing conditions, and franchise directory compliance. From M&A counsel.
Apr 3, 2026
The most common due diligence failures that cause acquisitions to collapse or cost buyers hundreds of thousands after closing. Legal, financial, and operational mistakes to avoid.
Mar 30, 2026
Why business acquisitions fail and what buyers can do differently. The structural, financial, and legal causes of deal collapse and post-closing failure, from experienced M&A counsel.
Mar 30, 2026
Why hiring an M&A attorney before signing a letter of intent protects your deal. LOI traps, exclusivity risks, and purchase price structure mistakes that cost buyers hundreds of thousands.
Mar 30, 2026
How to know when your business is ready for sale. Financial readiness, owner dependency, market timing, and the legal preparation that determines whether you sell at full value or leave money on the table.
Mar 30, 2026
What business brokers do well, what they do not cover, and the legal gaps that cost buyers and sellers in mid-market transactions. A factual guide to broker limitations from M&A counsel.
Mar 30, 2026
Blue sky law compliance guide for startups. Covers fundraising, employee stock options, multi-state operations, and common compliance gaps that surface during due diligence.
Mar 27, 2026
Regulation D blue sky filing guide. State-by-state notice filing requirements for Rule 506(b) and 506(c) offerings. Form D timing, fees, and compliance deadlines.
Mar 27, 2026
Rule 701 exemption for compensatory equity plans. Covers stock options, RSUs, and employee equity. State blue sky filing requirements, disclosure thresholds, and common compliance pitfalls.
Mar 27, 2026
What a sell-side M&A attorney does, when to hire one, and how they protect sellers in $5M+ business sales. APA review, rep and warranty negotiation, non-compete analysis.
Mar 27, 2026
How federal and state securities laws interact. NSMIA preemption, covered securities, when state registration is still required, and how to navigate dual compliance.
Mar 27, 2026
See what moves in an asset or stock purchase, who carries which liabilities, which consents you may need and where tax questions come up before the LOI sets the structure.
Feb 24, 2026
Business partnership breaking down? Learn the business divorce process - from operating agreement review to partner buyout or dissolution. Understand the 5 triggers, your legal options, and how to protect your equity. Confidential strategy call with Alex Lubyansky.
Feb 24, 2026
A business purchase agreement sets the price, assets, warranties, indemnities and closing terms. See the 12 key sections and when to bring in M&A counsel.
Feb 24, 2026
How to buy or sell a dental practice. Complete guide covering dental practice valuation, DSO acquisitions, asset vs stock deals, associate-to-owner transitions, and what sellers need to know. Attorney analysis from Alex Lubyansky.
Feb 24, 2026
What should a distribution agreement include? Complete guide to exclusive vs non-exclusive distribution, territory rights, pricing controls, termination provisions, and compliance requirements. Attorney analysis from Alex Lubyansky.
Feb 24, 2026
Choosing an ESOP attorney? Understand seller, company and trustee counsel roles, adviser conflicts, engagement scope and what to prepare before a sale.
Feb 24, 2026
We engage selectively with clients who value thorough counsel. Senior attorney Alex Lubyansky leads every matter.
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