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Business Law

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Thomas Hunter Legal Group > Business Law

Thomas Hunter Legal Group provides advice, document preparation, and litigation services related to business law in the state of Texas. Most business transaction services are provided at flat rates; however, retainers are taken for complicated matters involving litigation. See below for a list of commonly provided services.

Business Litigation

Thomas Hunter Legal Group provides services in commercial and business litigation matters across the state of Texas. Our firm is dedicated to offering cost effective litigation services to our clients. Beginning with the initial consultation, our lawyers form a strategic plan in achieving our client’s goals in the litigation process.

Entity Formations

Most small businesses choose to operate within a recognized business entity as opposed to a sole proprietorship or partnership. Benefits to performing business functions through an entity include minimizing personal liability, flow through taxation, some degree of anonymity, greater asset protection, and business credibility.

Selecting the appropriate entity in which to operate a business according to the specifics of the owners and business is critical to achieving the maximum liability shield, tax benefits, and business efficiencies. It is also important that formation documents be customized to achieve maximum benefits as well. Some common business entities used in Texas are listed below:

  • Corporation
  • S Corporation
  • Professional Corporation
  • Limited Liability Company
  • Series Limited Liability Company
  • Limited Partnership
  • Family Limited Partnership

 

While it is true that some consumers will be able to successfully use form websites to create a business entity that will be approved for the state, failure to consult with an experienced business attorney about the appropriate entity and customized formation documents can have severe negative consequences. Feel free to use the form below to request a free consultation with a lawyer or call our office during regular business hours.

Non Compete Agreements

The use of non-compete agreements in Texas had primarily been reserved for executives in previous years; however, today these restrictive agreements are used by companies across a broad range of organizational hierarchies. Where employment contracts with non competes were once only common in top managerial positions for large companies, these agreements are now commonly being used in small business for positions such as engineers, sales reps, surgical assistants, and many more.

Our firm represents both individual employees and companies in non compete law. Often times, employees are faced with signing an employment contract with non compete language prior to taking a job or upon accepting a severance package. For employers operating in today’s competitive environment, it is often critical to prevent employees from working for a competitor or forming a competing business. Texas has strict laws as to what qualifies as a valid non compete agreement. Items typically required for a non compete to be valid in Texas include:

  • Reciprocity or Mutual Consideration
  • Necessity of Employer
  • Reasonable Restrictions

A well drafted non compete agreement will limit competition in the market place. Conversely, a non compete that does not comply with Texas law will be held invalid and prevent restrictions on the employee. Feel free to use the form below to request a free consultation with a lawyer about non compete agreements or call our office during regular business hours.

Partnership Agreements

Most entities with multiple owners will desire to have an agreement put in place that memorializes the structure and operations of the business. The most common agreements include shareholder agreements (for corporations), member agreements (for limited liability companies) and partnership agreements.

It is critical that ownership agreements be drafted comprehensively and clearly so that no ambiguities arise during business operations or in the event of disputes between owners. It is important that the agreements comply with Texas Business Organizations Code and the agreements stand up in court if tested. Items typically addressed in ownership agreements include:

  • Structure of corporation, partnership or LLC
  • Shareholder, partner or member Involvement
  • Elimination of undesirable owners
  • Buy outs and dissolution
  • Change of Control
  • Minority Owner rights

A well drafted ownership agreement for a corporation, partnership, or limited liability will help ensure ownership expectations are clear and minimize the likelihood of potential disputes. Feel free to use the form below to request a free consultation with a lawyer about ownership agreements or call our office during regular business hours.

Buying or Selling a Business

A sale or purchase of a business in Texas usually involves a purchase-sale contract, a due-diligence period, and a closing. While the heart of the transaction is governed by the purchase-sale agreement, other documents used in the sale might include deeds for real property, bill of sale for personal property, non-compete agreement for the seller, and various UCC (Uniform Commercial Code) forms.

Purchase of Assets or Entity

One of the most important decisions when conducting a business purchase/sale is whether the assets themselves are being conveyed or the entire business entity. Buyers generally prefer to purchase just the assets of the business as opposed to the entity itself. Purchase of the assets alone minimize the risk in acquiring undisclosed liabilities associated with the entity. However, some advantages to purchasing the entity might include acquiring an established credit rating, business lines with a bank, and current vendor accounts.

Due Diligence Period

One of the most critical aspects of buying a business is the period where a buyer has the opportunity to inspect and investigate the operations, records, and functions of the business being purchased. Common steps of the due diligence process include:

  • Facilities Inspections
  • Shareholder, partner or member Involvement
  • Financial and Accounting Audits
  • Tax Return Audits
  • Customer and Vendor List Inspection
  • Applicable Licensing and Regulatory Checks
  • Environmental Tests

The Closing

All purchase and sale agreements will include a date for closing when all the documents are signed and the consideration for the sale is provided by the buyer. Should the transaction involve the sale of real property, the closing would usually take place at a title company office. Should the sale of a business involve no real property, it is often more efficient for the closing to take place at a lawyer’s office.

Use a Business Lawyer

Because of the complexities associated with a business sale in Texas, it is important to use a business lawyer to facilitate the sale. Feel free to use the form below to request a free consultation with a lawyer or call our office during regular business hours.

LLC Formations

The Texas Limited Liability Company is currently the most prevalent entity formed by small businesses. Benefits to performing business functions through a LLC include minimizing personal liability, flow through taxation, some degree of anonymity, greater asset protection, and business credibility.