Firm News

Updated September 2026 Your subcontractor has missed its crew plan again. The owner wants a completion date, and another crew can start Friday. Before issuing a termination notice, ask two questions: Does the record establish a default under the signed subcontract? If...

Last updated September 2026 You told the contractor that water was coming through a window. The contractor inspected it and offered to caulk the window—if you sign a release. Can you reject the offer and sue? Do you have to let the contractor try the repair first?...

By Austin B. Calhoun | Lesak, Hamilton, Calhoun & Pontieri | Jacksonville, Florida Last checked September 23, 2026 When your company's only qualifying contractor leaves, the immediate question is not how fast you can hire someone. It is whether the business has...

Obsolete Inventory in M&A: Who Bears the Risk at Closing? Obsolete inventory can reduce Seller proceeds even when the Buyer legally acquires every item at Closing. If the Acquisition Agreement includes inventory in Working Capital and permits an obsolescence...

In many acquisitions, the Acquisition Agreement provides that a portion of the purchase price will be paid after Closing through an earnout if the Company satisfies specified Revenue, EBITDA, or other performance targets. Because the Buyer controls the Company after...

There has been no shortage of discussion concerning the use of deferred player contracts by the Los Angeles Dodgers to build a championship roster. After the Dodgers’ signing of Kyle Tucker last offseason, reports suggest that approximately $1.0945 billion of nominal...

A negotiated enterprise value is only the starting point for determining what a seller actually receives at Closing. In an acquisition or purchase agreement, the definitions of “Cash,” “Indebtedness,” “Working Capital,” and “Transaction Expenses” convert the headline...

In an acquisition or purchase agreement for an M&A deal, defined terms allow the parties to give ordinary words their own contractual meanings. Transactional attorneys often begin with definitions borrowed from prior transactions or similar agreements, but even a...

A seller note and rollover equity are fundamentally different forms of M&A consideration. A seller note creates a contractual obligation to pay a fixed amount. Rollover equity gives the seller an ownership interest whose value depends on the future performance and...

Protecting a business during divorce requires proactive planning that begins well before any legal proceedings and continues throughout the divorce process. By utilizing advance agreements, maintaining clean financial records, and strategically negotiating...