On September 24, Iridium Communications shareholders overwhelmingly approved the company’s pending acquisition by Rocket Lab. Approximately 99.6% of the votes cast supported the transaction, representing about 81% of Iridium’s outstanding shares. The approximately $8 billion transaction is expected to close in mid-2027, subject to remaining regulatory approvals. SEC
That is a major milestone.
It is not the finish line.
Large public-company transactions make this easy to see because every stage is announced: signing, financing, shareholder approval, regulatory clearance and eventually closing.
Smaller acquisitions are less visible, but the same principle applies. A signed purchase agreement and a successful closing determine who owns the business. They do not necessarily determine whether the business will operate smoothly the next morning.
For buyers and sellers of privately held Florida companies, some of the most important legal work occurs after the economics of the deal have already been negotiated.
The structure of the transaction changes what happens after closing
A stock or membership-interest purchase, an asset acquisition and a statutory merger may achieve similar business objectives, but they do not produce identical legal consequences.
Florida corporate law provides that when a statutory merger becomes effective, the property and contract rights of the merging entities generally vest in the surviving entity, and their debts and obligations become obligations of the survivor. Florida’s Revised Limited Liability Company Act contains similar provisions for LLC mergers. Fla. Stat. §§ 607.1106 and 605.1026.
An asset acquisition works differently. The buyer generally acquires the assets and assumes the liabilities identified in the transaction documents. That makes the transfer mechanics especially important.
A buyer may have purchased the equipment, customer relationships, intellectual property and goodwill of a company, but that does not mean every agreement associated with those assets can simply be placed in the buyer’s name.
The contracts still need to be read.
Customer and vendor contracts can become a post-closing problem
One of the easiest mistakes in an acquisition is to treat the seller’s contract list as an inventory rather than a set of legal relationships.
A meaningful contract review should determine whether an agreement contains assignment restrictions, change-of-control provisions, consent requirements, notice requirements, termination rights or other provisions triggered by the contemplated transaction.
The distinction between assignment and change of control matters.
In a stock purchase, the contracting entity may remain exactly the same after closing. Even so, the contract may separately give the counterparty rights if control of that entity changes.
In an asset transaction, the contract itself may need to be assigned to the purchaser.
The practical problem arises when everyone assumes those issues will be handled “at closing” and discovers shortly beforehand that a major customer, landlord, lender, supplier or software provider has approval rights.
For a buyer, the real asset may not be the contract sitting in the data room. It may be the commercial relationship behind it.
Those are not always the same thing.
Florida tax exposure deserves attention before the purchase price is released
Florida law also contains a less obvious acquisition risk.
Section 213.758, Florida Statutes, addresses tax liabilities when a business or its assets are transferred. Among other things, a transferee acquiring more than 50% of a business, its assets or its stock of goods can potentially become liable for certain unpaid Florida taxes of the transferor unless statutory protections apply.
The Florida Department of Revenue specifically advises purchasers of existing businesses to obtain documentation concerning outstanding tax liabilities. The Department also provides a procedure through which a seller can request a Certificate of Compliance concerning its tax account.
This is one reason tax diligence cannot simply consist of asking the seller whether its taxes are current.
Depending upon the transaction, the purchase agreement may need to address tax representations, indemnification, escrow or withholding arrangements, access to records and responsibility for pre- and post-closing filings.
Florida also generally requires a new business-tax registration when there is a change in legal entity or ownership.
The acquisition may close at 4:00 p.m. on Friday. The Florida Department of Revenue will still expect the correct taxpayer to exist on Monday.
Governance has to match the new ownership
Many acquisition documents devote enormous attention to getting the buyer into ownership and comparatively little attention to what authority looks like afterward.
For a closely held company, that can create immediate friction.
Who can sign contracts after closing?
Who has authority over the bank accounts?
Which officers remain in place?
Has the operating agreement been replaced or amended?
Do old signing resolutions still exist?
What decisions require approval from investors, lenders or minority owners?
If the seller retains equity after the transaction, the questions become even more important. Rollover equity can leave the former owner economically invested in the company while substantially changing that person’s control over the business.
That relationship should be reflected in the company’s governing documents, not left to assumptions formed during negotiations.
A buyer does not want to discover three months after closing that management, the operating agreement and the deal documents describe three different decision-making structures.
Employees experience the transaction differently from the lawyers
The deal team tends to think in terms of signing and closing.
Employees usually experience an acquisition through much more ordinary questions.
Who employs me now?
Does my compensation change?
Who is my supervisor?
Does the bonus plan still exist?
What happens to benefits?
Can I still approve the same purchases?
What happens to confidential information I created for the old company?
Those questions are operational, but many have legal consequences.
Employment agreements, restrictive covenants, confidentiality agreements, intellectual-property assignments, contractor agreements, incentive plans and company policies may all need review.
This is particularly important in businesses where value resides heavily in people rather than physical assets.
A buyer acquiring an engineering firm, consulting practice, technology company or professional-services business may technically acquire almost every asset described in the purchase agreement and still lose much of the value if key employees leave shortly afterward.
Licenses and permits should not be treated like office furniture
Regulated businesses create another potential trap.
Licenses, registrations and permits do not necessarily transfer merely because the assets associated with them were sold. Requirements can vary significantly depending upon the industry and issuing agency.
A Florida acquisition involving health care, construction, alcoholic beverages, financial services, professional licensing or other regulated activity may require regulatory analysis well before closing.
The question should not simply be whether the seller possesses the necessary licenses.
It should be whether the buyer will possess the necessary authority to operate after the transaction occurs.
That distinction can determine whether the buyer has acquired an operating business or a collection of assets waiting for permission to operate.
The purchase agreement may remain very much alive after closing
Closing also does not necessarily end the parties’ contractual relationship.
Many acquisition agreements create obligations that continue for months or years.
Working-capital adjustments may require financial calculations after closing. Earnouts can require continuing financial reporting and create disputes over how the acquired company is operated. Seller notes create an ongoing debtor-creditor relationship. Escrows may remain in place to secure indemnification obligations. Restrictive covenants, transition-services arrangements and post-closing cooperation provisions may continue long after ownership changes.
The practical drafting question is therefore not only, “What happens at closing?”
It is also, “What happens when the parties disagree six months later?”
A well-structured agreement should make the answer reasonably clear: who calculates the adjustment, what records are available, how objections are made, when payments become due and what procedure resolves a disagreement.
A transaction document that works only while everyone is getting along is not doing enough work.
Closing should have a legal integration plan attached to it
For a privately held business, post-closing integration does not need to become a hundred-page corporate exercise.
It does need ownership.
The lawyer, accountant, lender, insurance advisor, payroll provider and management team may each control pieces of the transition. Someone needs to know which contracts require action, which accounts must change, which governmental registrations need updating, which employees require new documents and which post-closing deadlines remain open.
The purchase agreement can establish the legal structure for that process.
It cannot perform the process itself.
That may be the broader lesson from transactions such as Rocket Lab’s pending acquisition of Iridium. The public milestones—announcement, financing, shareholder approval and closing—are easy to see.
Integration is quieter.
And whether the transaction ultimately creates the value the parties expected may depend heavily on what happens after everyone stops talking about the deal.