Business & Transactions
Structure the upside. Contain the risk.
The legal side of running a business is a series of decisions about how to structure a relationship and document it before it goes wrong, the entity you form, the partner you take on, the contract you sign, the company you buy or sell. Hank has spent more than 29 years as transactional counsel to Texas business owners, handling the formation, agreements, and deals that determine who owns what, who decides what, and who carries the risk when a deal goes wrong.
Every business starts with the entity. Hank counsels you on whether an LLC, a corporation, or a limited partnership fits how you will own, govern, fund, and eventually exit the business, coordinates the choice with your tax advisors, and drafts the company agreement, bylaws, or partnership agreement that controls how decisions get made and what happens when an owner leaves. Those governing documents, not the certificate filed with the state, determine how equity vests, how votes work, and how a departing founder is bought out.
After formation come the contracts and the deals built on them. Hank drafts and negotiates the commercial agreements, licenses, and SaaS and development terms your business depends on, structures the purchase or sale of a company through asset and equity deals, due diligence, and the representations that allocate risk, and handles the commercial leases and real estate behind the operation. For a company that needs legal judgment week to week but not a lawyer on salary, he serves as outside general counsel, the same role at a fraction of the cost of an in-house hire.
Hank has organized companies for first-time founders, papered financings and acquisitions for established businesses, and served as the standing counsel a growing company calls before it signs. Every engagement works toward the same result, a business you can operate, fund, and sell on terms you understand and can enforce.
Services Include
- Business entity selection and formation
- Operating agreements, partnership agreements, and shareholder agreements
- Commercial agreements and licenses
- Mergers and acquisitions
- Outside general counsel
- Commercial real estate and leasing support
- Startup and founder counsel
- Software, SaaS, and platform agreements
Business & Transactions Insights
Business Law
LLC or Corporation: How to Choose the Right Entity for Your Business
Every business needs a legal structure, and the choice between a limited liability company and a corporation is the first decision most founders face. Both provide limited liability protection, meaning the owner's personal assets are shielded from business debts and obligations.
Read articleFounder Equity, Vesting, and What Happens When a Co-Founder Leaves
Most co-founder relationships end before the company does. Research across venture-backed startups shows that roughly 65 percent of companies experience a co-founder departure before Series B. When that departure happens and there's no vesting schedule, no buyback provision, and no written agreement addressing what the departing founder keeps, the remaining founders discover that the equity structure they skipped at formation is now the most expensive problem in the company.
Read articleWhy Texas Companies Form in Delaware and When They Shouldn't
Delaware is the default state of incorporation for venture-backed startups, and it has been for decades. Over 68 percent of Fortune 500 companies are incorporated there. Most venture capital term sheets assume a Delaware C corporation. Attorneys, investors, and acquirers are familiar with Delaware's corporate statute, and that familiarity reduces transaction costs at every stage from formation through exit.
Read articleSeries LLCs in Texas: How They Work and When They Make Sense
A series LLC is a single limited liability company that can create multiple internal divisions, each holding its own assets, conducting its own business, and shielding its liabilities from every other division and from the parent company. Texas Business Organizations Code Chapter 101, Subchapter M authorizes the structure, and it's popular with real estate investors and business owners who want the protection of separate entities without the cost and paperwork of forming dozens of individual LLCs.
Read articleBuy-Sell Agreements: Protecting Your Business When an Owner Exits
Every multi-owner business will eventually face a departure. An owner dies, becomes disabled, retires, gets divorced, goes bankrupt, loses a professional license, or simply wants to leave. Without a buy-sell agreement, the remaining owners and the departing owner (or their heirs, their creditors, or their ex-spouse) are left to negotiate the terms of the buyout in real time, under pressure, with no agreed framework and no predetermined price.
Read articleThe Texas Franchise Tax: Who Owes It, Who's Exempt, and How to Stay in Good Standing
Texas doesn't impose a state income tax on individuals or businesses, but it does impose a franchise tax (sometimes called a margin tax) on most legal entities for the privilege of doing business in the state. Every LLC, corporation, limited partnership, limited liability partnership, professional association, and business trust organized in Texas or doing business in Texas is subject to franchise tax reporting, even if it owes nothing.
Read articleForeign Qualification: When Your Business Needs to Register in Other States
A business formed in one state that conducts business in another state must register in the second state as a "foreign entity" before transacting business there. This requirement applies to LLCs, corporations, limited partnerships, and most other entity types, and it applies regardless of whether the business has a physical office in the other state.
Read articleWhy Your Single-Member LLC Needs an Operating Agreement
Texas doesn't require single-member LLCs to have operating agreements, and that's exactly why so many owners skip them. The consequences show up when a creditor challenges the LLC's separateness, the owner becomes incapacitated, or a bank refuses to open a business account.
Read articleNoncompete Clauses in LLC Operating Agreements
Your LLC's members have access to its most sensitive information. They know the customer relationships, the pricing strategy, the vendor terms, and the operational methods that make the company work. When a member leaves and takes that knowledge to a competing business (or launches one), you and the remaining members face a problem that's hard to solve after the fact.
Read articleReal Estate
The Letter of Intent in Commercial Real Estate: What It Binds and What It Doesn't
Most commercial real estate transactions start with a letter of intent, not a contract. A buyer submits an LOI to a seller outlining the proposed purchase price, earnest money, due diligence period, financing contingency, and closing timeline.
Read articleDue Diligence in a Commercial Property Purchase: What to Review Before Your Deposit Goes Hard
Due diligence is the buyer's only window to investigate a commercial property before the transaction becomes irrevocable. During the feasibility period (typically 30 to 60 days after execution of the purchase and sale agreement), the buyer can terminate the contract for any reason and recover the earnest money deposit.
Read articleCommercial Lease Negotiation: Key Terms Every Tenant Should Negotiate Before Signing
A commercial lease is a negotiated agreement, and every term in it affects your total occupancy cost, your operational flexibility, and your exposure if something goes wrong with the landlord, the building, or your business.
Read articleTriple Net Leases: What NNN Means and How Operating Expenses Shift to the Tenant
A triple net lease shifts property taxes, building insurance, and common area maintenance costs from the landlord to the tenant. In a gross lease, the landlord absorbs those costs and builds them into a higher rent. In a triple net lease, the tenant pays a lower base rent but picks up the operating expenses on top of it, and those expenses are variable, reconciled annually, and can increase substantially over the lease term if the lease doesn't contain caps and exclusions.
Read article1031 Like-Kind Exchanges: How to Defer Capital Gains on a Commercial Property Sale
When you sell a commercial property at a gain, you owe federal capital gains tax (up to 20 percent for long-term gains), depreciation recapture tax (25 percent on the accumulated depreciation), net investment income tax (3.8 percent for high earners), and potentially state tax depending on where the property is located.
Read articleStructuring Ownership of Commercial Property: Why the Entity Holding Title Makes a Difference
Holding commercial real estate in your personal name or in a general-purpose operating company exposes every other asset you own to liabilities arising from the property. A slip-and-fall on the parking lot, a construction defect, an environmental claim, or a defaulted loan can reach your personal accounts, your other businesses, and your other properties if you haven't isolated the real estate in a separate entity.
Read articleEasements and Restrictive Covenants: What Runs with the Land and How It Affects Your Property
An easement gives someone the right to use your land for a specific purpose without owning it. A restrictive covenant limits what you can do with your own land. Both run with the land, meaning they bind every subsequent owner regardless of whether that owner agreed to them.
Read articleLandlord Remedies When a Commercial Tenant Defaults: Eviction, Lockouts, and Rent Recovery in Texas
When a commercial tenant stops paying rent, the landlord's response determines how much of the lost rent can be recovered and how quickly the space can be returned to productive use. Texas provides commercial landlords a set of remedies that most other states don't, including the right to change the locks on a delinquent tenant's space without going to court first.
Read articleTitle Insurance and Survey Review: What Commercial Buyers Need to Understand Before Closing
A title commitment and a survey are the two documents that tell you what you're buying. They show what the legal record contains, whatever the listing broker described or the seller represented, covering the property's ownership, encumbrances, boundaries, and physical condition.
Read articleConstruction
Texas Mechanic's and Materialman's Liens: Deadlines, Notice Requirements, and How to Perfect Your Lien
If you furnished labor or materials on a Texas construction project and didn't get paid, a mechanic's lien is the most powerful tool you have. It attaches to the property itself, not to the person who owes you, which means the owner can't sell or refinance without dealing with your claim first.
Read articlePayment Bond Claims on Texas Public Projects: How to Collect When You Can't Lien the Property
You can't file a mechanic's lien against government-owned property. On a private project, an unpaid subcontractor or supplier perfects a lien under Texas Property Code Chapter 53, and the lien attaches to the property itself, forcing the owner to address the claim before selling or refinancing.
Read articleConstruction Contracts: What Every Contractor and Subcontractor Should Negotiate Before Starting Work
A construction contract allocates risk. Every provision in it determines who bears the cost when something goes wrong, who gets paid and when, who's responsible for delays, who carries insurance, and who indemnifies whom. Contractors and subcontractors who sign contracts without negotiating these provisions accept the drafter's allocation of risk, and in most cases the drafter is the owner or the general contractor, which means the risk flows downhill.
Read articlePay-When-Paid and Pay-If-Paid Clauses in Texas: What They Mean and Whether They're Enforceable
Most construction subcontracts contain a provision that ties the subcontractor's payment to the general contractor's receipt of payment from the owner. These clauses come in two forms that sound similar but produce very different legal consequences.
Read articleRetainage in Texas Construction: When It Must Be Released and What Happens When It Isn't
Retainage is the portion of each progress payment that the paying party withholds as a performance guarantee during construction. On a $1 million contract with 10 percent retainage, the owner pays 90 cents of every dollar earned and holds back the remaining 10 cents until the project is complete.
Read articleTexas Prompt Payment Act: Deadlines, Penalties, and Interest When an Owner or Contractor Pays Late
Texas has two prompt payment statutes for construction, and which one governs your project depends on who owns it. Private projects are governed by Texas Property Code Chapter 28. Public projects (state agencies, counties, cities, school districts, and other governmental entities) are governed by Texas Government Code Chapter 2251.
Read articleConstruction Trust Fund Claims Under Chapter 162: When Diverting Payment Becomes a Criminal Offense
A general contractor receives a $500,000 progress payment from the owner. Instead of paying the subcontractors and suppliers who performed the work, the contractor uses the money to cover payroll on another project, make a truck payment, or fund personal expenses.
Read articleConstruction Defect Claims in Texas: Liability, Standards, and the RCLA Notice Requirement
When construction work is defective, responsibility is only the first question. You also need to know what process to follow before you can pursue a claim, what damages you can recover, and how long you have to bring the action. Texas applies different rules to residential and commercial defect claims, and the distinction affects every stage of the dispute from pre-suit notice through trial.
Read articleConstitutional Liens Versus Statutory Liens in Texas: Two Lien Rights and Why Both Exist
Texas is one of the only states where a mechanic's lien right is written into the state constitution. Article XVI, § 37 of the Texas Constitution provides that "mechanics, artisans, and material men, of every class, shall have a lien upon the buildings and articles made or repaired by them for the value of their labor done thereon, or material furnished therefor." It then instructs the legislature to provide for the enforcement of those liens, which the legislature did through Chapter 53 of the Texas Property Code.
Read articleCommercial Agreements
Limitation of Liability in Commercial Contracts: How Liability Caps and Consequential Damages Waivers Allocate Risk
Every commercial contract allocates risk between the parties, and the limitation of liability clause is where the most significant risk decisions are made. It determines how much money one party can recover from the other when something goes wrong.
Read articleIndemnification Provisions: Who Defends, Who Pays, and How the Procedures Work
Indemnification is how contracts handle third-party claims. If a customer gets sued because a vendor's product infringed someone's patent, indemnification determines whether the vendor pays for the defense and covers the judgment. If an employer gets sued because a contractor's employee was injured on the job, indemnification determines who bears the cost.
Read articleInsurance Requirements in Commercial Agreements: What Coverage to Require and How to Verify It
An indemnification clause is a promise. An insurance policy is the money behind it. If your counterparty agrees to indemnify you for third-party claims but doesn't carry insurance adequate to pay a judgment, the indemnification is backed by nothing except the counterparty's balance sheet, and that balance sheet may not survive the claim.
Read articleGoverning Law, Jurisdiction, and Venue: Why These Three Clauses Determine Where and How You'll Fight
When a commercial contract dispute ends up in litigation, three provisions drafted months or years earlier determine where the case is filed, which state's laws the court applies, and whether you're litigating on your home turf or traveling to a distant forum at your own expense.
Read articleTermination Provisions: For Cause, For Convenience, and What Survives After the Contract Ends
Every commercial relationship ends eventually. It ends when the contract term expires, when the work is completed, or when something goes wrong and one party needs to exit. How it ends, what obligations continue afterward, and who owes what during the transition are determined by the termination provisions you negotiated before the relationship began.
Read articleRepresentations, Warranties, and Covenants: What Each One Means and Why the Distinction Affects Your Remedies
"Represents and warrants" appears in virtually every commercial contract, and most people who sign contracts containing that phrase treat it as a single concept, though a representation, a warranty, and a covenant are three different types of contractual statements, each serving a different purpose, each producing different remedies when breached, and each interacting differently with indemnification, survival provisions, and limitation of liability.
Read articleSoftware and IP License Agreements: Exclusive Versus Nonexclusive and How the Grant Controls Everything Else
A license grants permission to use someone else's intellectual property under defined conditions while the licensor keeps ownership. When you license software, a patent, a trademark, or a copyrighted work, the licensor retains ownership and gives you the right to use the IP within the boundaries of the license grant.
Read articleMaster Services Agreements and Statements of Work: How the Two-Document Structure Protects Both Sides
A company that hires the same IT vendor for five separate projects over two years can negotiate five full contracts, each covering the same indemnification, limitation of liability, IP ownership, confidentiality, and dispute resolution provisions.
Read articleNDAs and Confidentiality Agreements: What They Protect, What They Don't, and When They Expire
Before two companies can evaluate whether to do business together, they need to share information that neither would want a competitor to see. Customer lists, pricing strategies, financial projections, proprietary technology, product roadmaps, and business plans all need to move between the parties during negotiations, due diligence, vendor evaluations, and partnership discussions.
Read articleMergers & Acquisitions
Asset Purchase Versus Equity Purchase: How the Structure Decision Affects Risk, Taxes, and Successor Liability
Before a single provision of the purchase agreement is negotiated, the buyer and seller must answer a threshold question that affects every aspect of the transaction. Is the buyer acquiring the company's assets, or is the buyer acquiring the ownership interests (stock, membership interests, or partnership interests) of the entity that owns them?
Read articleLetters of Intent in M&A: What's Binding, What's Not, and Why the LOI Frames Every Negotiation That Follows
A letter of intent in an M&A transaction is a three-to-eight-page document that outlines the proposed terms of a business acquisition before either party commits to a binding purchase agreement. Most of it isn't enforceable. And yet it's one of the most consequential documents in the deal, because the terms the parties agree to in the LOI become the baseline for every negotiation that follows.
Read articleDue Diligence for Buyers: What to Investigate Before You Sign the Purchase Agreement
Due diligence is the investigation period between signing the letter of intent and committing to the purchase agreement. It's the buyer's opportunity to verify everything the seller has represented about the business, discover what the seller hasn't disclosed, and price the deal based on verified facts rather than projections and promises.
Read articlePurchase Price Mechanics: Working Capital Adjustments, Net Debt, and How the Final Number Gets Calculated
When a buyer and seller agree to a $5 million purchase price in the letter of intent, most sellers assume they'll receive $5 million at closing. They rarely do. In almost every private company acquisition, the price stated in the LOI is the enterprise value, not the equity value.
Read articleDisclosure Schedules: How Sellers Qualify Their Representations and What Buyers Should Scrutinize
A purchase agreement contains representations and warranties in which the seller states that certain things about the business are true. "There is no pending litigation." "All material contracts are in full force and effect." "The company has filed all required tax returns." But few businesses can make those statements without exceptions.
Read articleEarnouts: When Buyer and Seller Disagree on Value and Agree to Let the Business Decide
A seller who built a business over 20 years believes it's worth $8 million based on projected growth. A buyer looking at the same financials, discounting the projections for risk, believes it's worth $6 million. Both numbers can be right, because the two sides are pricing different futures.
Read articleEscrows and Holdbacks: How Post-Closing Indemnification Gets Funded
An indemnification clause in a purchase agreement is a promise by the seller to compensate the buyer for losses arising from breaches of representations, warranties, and covenants. But a promise is only as valuable as the promisor's ability to pay.
Read articleNoncompete and Transition Agreements After a Business Sale: What Sellers Agree to and Why Courts Enforce Them
When a buyer acquires a business, a significant portion of what it's paying for is goodwill, the company's relationships with customers, suppliers, employees, and the community. If the seller can immediately open a competing business across the street and call every customer, the goodwill the buyer purchased disappears.
Read articleClosing and Post-Closing: How the Transaction Gets Executed and What Happens After Funds Transfer
Closing is the moment when ownership changes hands. Money transfers from the buyer to the seller, documents are executed and delivered, and the business becomes the buyer's. Closing is a coordinated exchange of documents, funds, and filings that requires every pre-closing condition to be satisfied, every deliverable to be prepared and signed, and every wire transfer to be initiated and confirmed before the transaction is complete.
Read articleOutside General Counsel
When Your Business Needs a Lawyer on Call: How Outside General Counsel Works and When It Makes Sense
Most growing businesses reach a point where calling a lawyer once or twice a year isn't enough but hiring one full-time isn't justified. Contracts need reviewing before they're signed, not after a dispute reveals a problem. Employment questions come up every time someone is hired, promoted, or let go.
Read articleContract Review for Operating Businesses: What Your Attorney Should Check Every Time You Sign
A business owner who signs a vendor agreement without legal review is accepting terms someone else's attorney drafted to protect someone else's interests, and finding out what those terms mean when a dispute reveals a provision the owner didn't know was there.
Read articleEmployment Law Basics for Texas Business Owners: Hiring, Firing, and the Rules Between
Texas is an at-will employment state, and most business owners understand that to mean they can hire and fire anyone for any reason at any time. That's roughly correct. At-will employment has exceptions, and the rules governing how you classify workers, what you pay them, how you document the relationship, and what you owe when the relationship ends are more detailed than most business owners realize.
Read articleHandling a Demand Letter: What to Do When Your Business Receives One
A demand letter is a written assertion of a legal claim accompanied by a request for payment, performance, or some other remedy. No one has filed anything with a court yet, but the letter is the opening salvo in a dispute, and how you respond to it often determines whether the dispute ends with a negotiated resolution or escalates into litigation.
Read articleVendor and Customer Disputes: When to Send a Demand Letter and When to File Suit
Every operating business will eventually have a vendor who doesn't deliver what it promised, a customer who doesn't pay what it owes, or a counterparty who breaches a contract. How you handle that dispute affects whether you recover what you're owed, how much you spend doing it, and whether the business relationship survives the process.
Read articleAnnual Legal Audit for Growing Businesses: What to Review Every Year to Prevent Problems You Don't See Coming
Legal problems in operating businesses tend to build quietly over months or years while the business owner is focused on revenue, operations, and growth. An entity falls out of good standing because nobody filed the franchise tax report.
Read articleRelated Work
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