https://hartdavidcarson.com/field-notes/Reporting and analysis on deals, capital, regulation and the law of doing business, from Hart David Carson LLP.en-usWed, 11 Nov 2026 12:00:00 +0000 https://hartdavidcarson.com/field-notes/six-peptides-federal-shrug/https://hartdavidcarson.com/field-notes/six-peptides-federal-shrug/Wed, 11 Nov 2026 12:00:00 +0000Dash MercerHHS says it will not enforce the compounding law against six unapproved peptides, BPC-157 among them. The notice, the 16-page policy and the FDA's slides, read. https://hartdavidcarson.com/field-notes/the-defense-nobody-pleaded/https://hartdavidcarson.com/field-notes/the-defense-nobody-pleaded/Tue, 10 Nov 2026 12:00:00 +0000Imogen HaleOn November 2 the Supreme Court heard Younge v. Fulton DA's Office: can an employer win on a defense it never pled? The argument and what it means in Illinois. https://hartdavidcarson.com/field-notes/who-was-on-the-bus/https://hartdavidcarson.com/field-notes/who-was-on-the-bus/Wed, 28 Oct 2026 12:00:00 +0000Imogen HaleA Delaware judge froze Cloudflare's founder-control deal on October 16, 2026. What the court held, what it left open, and what an Illinois board should notice. https://hartdavidcarson.com/field-notes/verisk-email-closed-exit/https://hartdavidcarson.com/field-notes/verisk-email-closed-exit/Wed, 28 Oct 2026 12:00:00 +0000Barnaby RuskBarnaby Rusk on Verisk v. AccuLynx. How two words in a merger agreement's termination clause bound a buyer to a $2.35 billion deal it tried to abandon. https://hartdavidcarson.com/field-notes/token-classification-2026/https://hartdavidcarson.com/field-notes/token-classification-2026/Wed, 28 Oct 2026 12:00:00 +0000Dash MercerThe token rule as of October 2026, read and counted: Howey's ten pages, the SEC's 2026 interpretation and 146-page proposal, GENIUS, and a stalled CLARITY Act. https://hartdavidcarson.com/field-notes/selling-an-illinois-company/https://hartdavidcarson.com/field-notes/selling-an-illinois-company/Wed, 28 Oct 2026 12:00:00 +0000Leo MarchettiThe first sale of an Illinois company, told through one founder: the buyer's bulk-sales filing, the vote she needed, the escrow, and what she would change. https://hartdavidcarson.com/field-notes/restrictive-covenants-2026/https://hartdavidcarson.com/field-notes/restrictive-covenants-2026/Wed, 28 Oct 2026 12:00:00 +0000Augusta CraneThe FTC noncompete rule, from the 2023 proposal to its 2026 removal from the CFR, read from the record, and what the Illinois Freedom to Work Act did instead. https://hartdavidcarson.com/field-notes/nba-picks-its-bookmakers/https://hartdavidcarson.com/field-notes/nba-picks-its-bookmakers/Wed, 28 Oct 2026 12:00:00 +0000Dash MercerThe NBA named Kalshi and Polymarket its preferred prediction markets as three appeals courts split on whether a sports bet is a swap. The documents, counted. https://hartdavidcarson.com/field-notes/jimmy-buffett-widow-trust-fight/https://hartdavidcarson.com/field-notes/jimmy-buffett-widow-trust-fight/Wed, 28 Oct 2026 12:00:00 +0000Harriet ValeJimmy Buffett's widow and his adviser are fighting over a marital trust the filings put at $275 million. The Florida law behind it, and the page the trust needed. https://hartdavidcarson.com/field-notes/illinois-llc-vs-delaware/https://hartdavidcarson.com/field-notes/illinois-llc-vs-delaware/Wed, 28 Oct 2026 12:00:00 +0000Leo MarchettiIllinois or Delaware? A founder reads both forms twice and finds the one-page certificate, the $400 June tax, the $75 Illinois report, and the 2024 and 2025 exits. https://hartdavidcarson.com/field-notes/governance-at-deal-speed/https://hartdavidcarson.com/field-notes/governance-at-deal-speed/Wed, 28 Oct 2026 12:00:00 +0000Imogen HaleWhat Delaware and Illinois courts have held about boards that move fast, from the two-hour meeting in Van Gorkom to the 2025 safe harbors. https://hartdavidcarson.com/field-notes/family-office-direct-deals/https://hartdavidcarson.com/field-notes/family-office-direct-deals/Wed, 28 Oct 2026 12:00:00 +0000Harriet ValeFamilies are buying companies directly. What they miss when they do, from siblings and heirs to the governance nobody wrote down, and what to do this month. https://hartdavidcarson.com/field-notes/everybody-wanted-the-people/https://hartdavidcarson.com/field-notes/everybody-wanted-the-people/Wed, 28 Oct 2026 12:00:00 +0000Leo MarchettiCharacter.AI's founders were hired back by Google for a reported $2.7 billion. The company they built stayed behind, and is now for sale in bankruptcy court. https://hartdavidcarson.com/field-notes/earn-outs-pricing-the-gap/https://hartdavidcarson.com/field-notes/earn-outs-pricing-the-gap/Wed, 28 Oct 2026 12:00:00 +0000Barnaby RuskBarnaby Rusk on earn-outs. The Auris case, the clause most deals carry, a merger agreement filed on October 26, and the word that decides who wins. https://hartdavidcarson.com/field-notes/chicago-pe-sponsor-counsel/https://hartdavidcarson.com/field-notes/chicago-pe-sponsor-counsel/Wed, 28 Oct 2026 12:00:00 +0000Barnaby RuskWhat a sponsor's counsel is paid for in a middle-market buyout, read from the merger agreement, the R&W policy, the rollover papers, and the HSR form. https://hartdavidcarson.com/field-notes/bank-of-america-twenty-points/https://hartdavidcarson.com/field-notes/bank-of-america-twenty-points/Wed, 28 Oct 2026 12:00:00 +0000Augusta CraneInside the FinCEN and OCC orders against Bank of America: a 20-point alarm set by judgment, testers ignored, three auto-auction clients, and a $1.21 billion bill.