When beginning or running a business, you deal with a lot of problems, difficulties, and worries. Among the most important questions that inevitably come up is: When and how should a business hire a lawyer? Working with the right law firm early on can frequently save you money and guarantee the long-term success of your enterprise. Our team of business transaction attorneys have over 18 years of experience in business transactions and can help with all aspects of your business transaction.
Texas Business Transactions
A business law attorney will be able to assist a company with its formation, agreements, dispute resolution, transfer or sale, and application and interpretation of corporate laws as they relate to the company. There may be intricate issues that require greater focus, such as whether to register securities and how to properly register them. Our Attorneys will be able to answer the question of whether a company needs to register and what exemptions are applicable if the business does not need to register.
A business law attorney is crucial to the success of any business endeavor, including the creation, merger, and dissolution processes. A penny now a pound later is no truer than when you hire your business law attorney. When starting your business every cent counts, but not hiring the right business law attorney can cost you more than money. A business law expert can advise on the best ways to register and run a business since there are specific approaches that might be effective for one type of entity but not another.
Additionally, hiring a business law attorney is like hiring a second consultant to help with day-to-day operations, including management changes, determining if someone is an employee or contractor, establishing employment contracts, and dealing with any compliance issues that may arise. A business law attorney can assist if it is connected to the business and is running smoothly.
Many facets of the business can be aided by a business law attorney. Our business law attorney offer the following assistance:
- guidance on the type or business entity you need (as an LLP, LLC, S.C., etc.) and assist with the formation of that business entity. An experienced business lawyer will always suggest what is best for your company’s future.
- After establishing a business, numerous contracts must be prepared and reviewed. There may already be a contract in place in some cases, but it might not be what the organization needs. An attorney who practices business law will review and offer revisions. A skilled business law attorney will recognize all potential risk areas and know how to address them, which is crucial when structuring a contract.
- A business attorney can guide you through the transactions while constantly defending the interests of their client, your firm, whether it is striving to grow or dissolve a portion of it.
- When running a business, urgent legal issues might occasionally occur. A corporate law attorney can act as outside counsel and offer suggestions on how to handle any potential issues.
A business law attorney can also provide assistance with a wide range of other business-related issues, including the employee handbook, internal audits, mergers, and more. Any issues or disagreements should always be taken to a knowledgeable business law attorney because improper dispute resolution could endanger the future of your firm.
Even apparent, simple, inconsequential, and sincere errors and misconceptions can cost business owners tens of thousands of dollars to fix. And in a lot of those circumstances, all of those problems might have been prevented with just a quick meeting with a Texas business transaction lawyer.
If you ever find yourself doubting a business issue or transaction, it is typically a good idea to speak with a company lawyer and seek clarification. Your time would be better spent managing your business rather than attempting to resolve a legal issue on your own.
A business lawyer can be helpful to anyone interested in managing a business, considering starting a business, or even working for an organization. Every employee in a firm has rights, and the majority of these rights ought to be safeguarded via contact. You should always speak with a business lawyer before taking any action, regardless of whether the issue is a contract, merger, or understanding of how to start a firm.
Many business owners might think that they won’t need legal representation until they have to appear in court for a legal dispute. However, by anticipating and proactively resolving legal challenges, a Texas business transactions lawyer may frequently assist you in avoiding the courtroom. Most significantly, he can be an important player in negotiations and reviews of business deals before they are finalized. With the help of an experienced company law attorney, you may stop many legal disputes in their tracks.
In order to make sure that the transaction is legal and that you have the appropriate safeguards in place for the success of your business, you should work with a Texas business transactions attorney who has experience negotiating terms of agreements and reviewing any agreements.
For each form of transaction, there may be straightforward or complicated legal issues at stake. A difficult merger with another company, for instance, is considerably harder to negotiate than a supplier contract. Business transaction attorneys with experience are proficient in both areas. Most are adept at creating simple contracts and providing advice on complex merger strategies. Businesses of all sizes, from start-ups and family-owned businesses to major multinationals, can benefit from the legal services offered by a business transaction attorney.
Varied-sized and structured organizations inherently have distinct business needs. Our firm conducts a broad range of business transactions for organizations of all shapes and sizes, tailoring each one to the unique goals of the client.
A buyout, which is used interchangeably with the phrase acquisition, is the purchase of a controlling position in a business. A management buyout is when the company’s management purchases a stake, while a leveraged buyout is when substantial amounts of debt are utilized to finance the purchase. Buyouts frequently take place when a business goes private.
What happens if one or more partners in a partnership or other business with restrictions on the transfer of shares decide to leave? Or do you want them removed? Whether a buyout, corporate dissolution, or reorganization makes the most sense for you, our attorneys can assist. And we can put the strategy into action and help execute the buyout in the most favorable way possible.
A written agreement that specifies what will happen in the event that a business owner needs to transfer their ownership of the firm or is unable to continue working for the company due to any variety of circumstances, including death, retirement, divorce, bankruptcy, disengagement, or disagreement. Our legal team provides assistance in creating ownership restrictions, selling conditions, and a mechanism for valuing businesses.
Mergers and Acquisitions
The law provides numerous options for combining resources for a shared commercial objective. Our firm is skilled at handling the necessary due diligence, drafting or reviewing sale agreements or purchase contracts, non-compete agreements, and all other moving parts of the transaction, including ownership shifts of assets and intellectual property and other significant asset purchases or sales. Our legal team has experience creating joint ventures.
Employers frequently try to impose limitations on where a person can work after leaving that business in order to prevent client poaching or customer solicitation. Our non-compete agreement attorneys can give you guidance on whether these limitations in employment contracts are enforceable, as well as how to safeguard your rights and interests. We assist our clients not only with employee non-compete clauses but also with seller and executive non-compete clause establishment.
This kind of agreement covers a variety of topics for partners in a general partnership, including admissions and withdrawals, contributions and distributions, ownership, responsibilities, decision-making guidelines or authority, business dispute resolution, governing principles for buyouts and transfers, and issues related to partnership dissolution.
Included in this are changing or forming shareholder agreements, restructuring the board of directors, redefining the company’s mission, buy-ins, buyouts, or control shifts, rearranging a company’s governance or operations plan, and/or any other form of corporate-level business reorganization.
Establishing constraints and/or restrictions on ownership transfers or specifying the procedure for removing an owner’s or partner’s name from all governing documents in a separation agreement.
The roles, responsibilities, and authority of majority and minority shareholders, the procedure for removing or replacing company officers, the procedures for voting, the procedures for resolving shareholder disputes, and the protection and privileges of the shareholders are all defined in the shareholder agreements that we regularly draft and implement.
Shareholder or Stock Purchase Agreements
It is frequently difficult to sell or transfer shares in limited liability companies (LLCs) or other entities that are not set up as corporations because there is no visible market for such transactions. A buy-sell or stock purchase agreement that addresses issues like the terms of a buyout, who is qualified to buy a shareholder’s stock, and how to calculate the value of the shareholder’s interest might help with this.
Chapter 1 of the Texas Business Organizations Code (“TBOC”) defines a fundamental business transaction, which means that all categories of Texas entities (LLCs, corporations, limited partnerships, etc.) are included in the definition.
A fundamental business transaction is “a merger, interest exchange, conversion, or sale of all or substantially all of an entity’s assets,” as stated in TBOC Section 1.002(32).
Managers or members of an LLC may need to make important decisions regarding essential business transactions. Because of the implications and potential changes such a decision could have on an LLC and its owners, managers or members of an LLC must exercise great care and due diligence. As a result, the LLC’s owners should grant the necessary level of permission to approve and allow essential business transactions.
It is advisable to establish the consent threshold in LLCs with many members higher than a simple majority. This is crucial since the TBOC simply needs a simple majority vote to approve a crucial corporate deal. A majority vote will, therefore, prevail if your Company Agreement doesn’t specify the degree of consent needed to authorize a crucial business transaction.
This may lead to trouble down the road for the LLC, its managers, and its members. It goes without saying that a one-member entity won’t be affected by the consent level, but once an LLC has more than one member, the consent level deserves careful attention.
Over 100 new or revised sections were enacted as a result of five measures that the Texas Business Law Foundation sponsored being approved during the 2019 legislative session. Five of the measures made changes to the Texas Business & Commerce Code and four to the Texas Business Organizations Code. The majority comes into effect on September 1, 2019.
All modifications, additions, and amendments can be found in The 2019 Edition of Texas Laws Governing Business Entities. Texas House Bill 3609, as of September 1, 2019, eliminates the need for county filing in the Assumed Business or Professional Name section (Title 5, Chapter 71) of the Texas Business and Commerce Code. The use of a different name by Texas entities may be mandated by law (known as a forced false name). A foreign entity must use a different name when it wants to conduct business in Texas, but its genuine name is unavailable or doesn’t comply with state regulations. Texas is one of the few states that, in this case, demands a separate assumed name registration.
In order to help clients achieve their goals from start-up and capital accumulation to M&A and succession planning – as well as through every stage in between Patel Law Group helps them throughout their organization’s life cycle. We take care of your legal needs so you can concentrate on what matters most. This may include offering prompt support on a daily basis or reliable counsel on bet-the-company chances.
We act as strategic partners for our clients in all stages of business transactions by utilizing our extensive experience and diverse skills. Call or use the online form to reach one of our Texas real estate transaction lawyers right away.