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In priced rounds, protective provisions for holders of preferred stock are standard. That’s expected. The baseline items—future equity financings, material debt, and a sale or
In a Series A financing, the lead investor’s focus is usually as much on the valuation as it is on the rights that come with
“Ordinary course of business” shows up everywhere. It’s in operating agreements, stock purchase agreements, credit documents, consent rights, covenants, earnouts, and interim operating covenants between
Transfer restrictions are a core feature of closely held companies. Founders, investors, and minority owners rarely want unrestricted transfers that introduce unknown or misaligned owners.
Not every investment vehicle ends with a sale, a merger, or a clean cash exit. Sometimes the most practical—and least disruptive—way to wind down a
As companies grow, bring in investors, and restructure ownership, founders often hear the same question from counsel and investors: “Does this belong in the Certificate
Stock Options and 409A Valuations: What Startup Founders Need to Get Right Early Equity compensation is one of the most powerful tools a startup has
Fraud in the inducement is one of the most frequently litigated claims in Miami business disputes. It arises when one party signs a contract based
When a business is sold in Florida—whether a Miami restaurant, a healthcare practice, or an industrial services company—the first major decision is how the transaction
Non-compete and non-solicitation cases in Florida move quickly because the primary remedy businesses seek is injunctive relief—a court order stopping certain conduct before the damage becomes
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