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
Choosing Between an LLC and a Corporation
Your choice between a limited liability company and a corporation affects governance, ownership rights, financing, and liability under state law. Federal tax treatment presents a separate decision.
Read articleFounder Equity and Vesting When a Co-Founder Leaves
Founder equity determines who owns the company. Vesting determines how much of that ownership each founder keeps after a departure.
Read articleShould a Texas Company Form in Delaware?
Your state of formation determines which state’s entity law governs the company’s internal affairs. Texas law governs your Texas employees, contracts, taxes, permits, and operations regardless of where you formed the company.
Read articleTexas Series LLCs and the Difference Between Protected and Registered Series
Texas law permits one limited liability company to establish internal series with separate assets, obligations, members, managers, and business purposes. The liability partition depends on the certificate of formation, company agreement, and separate asset records required by the Texas Business Organizations Code.
Read articleBuy-Sell Agreements for Owner Death, Disability, Divorce, and Departure
An owner's death, disability, divorce, retirement, or departure can force a private company to answer four questions at once. Who may acquire the ownership interest, who must buy it, what price applies, and how will the buyer pay?
Read articleTexas Franchise Tax Filing, Payment, and Account Status
Texas franchise tax obligations involve two separate questions. Your business may owe no franchise tax for the year and lose its right to transact business because it missed an information report.
Read articleForeign Qualification When a Company Operates Outside Its Formation State
Foreign qualification authorizes a company formed in one state to transact business in another. Texas registration, late fees, court access, tax nexus, and subsidiary decisions require separate analysis.
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% for long-term gains), depreciation recapture tax (25% on the accumulated depreciation), net investment income tax (3.8% 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 for Private Construction Payment Disputes
When an owner or contractor stops paying on a Texas private construction project, you need the lien calendar before you need the lawsuit. Chapter 53 provides lien rights for covered claimants only when the claimant follows the statute's notice, filing, and delivery rules.
Read articlePayment Bond Claims on Texas Public Projects
A payment bond is the payment remedy on a Texas public construction project because a mechanic's lien doesn't attach to public property. Chapter 2253 protects covered claimants only when the notices, sworn statement, mailing proof, and suit deadline line up with the statute.
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 Construction Contracts
Owner nonpayment can mean payment timing or a full transfer of risk. Texas courts and Chapter 56 treat those clauses differently.
Read articleTexas Construction Retainage Release Rules
Retainage turns the last piece of the job into payment pressure. Texas law separates private reserved funds, contractual retainage, public project caps, and release deadlines.
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 project ownership determines which one governs. Texas Property Code Chapter 28 governs private projects. Texas Government Code Chapter 2251 governs public projects, including projects owned by state agencies, counties, cities, school districts, and other governmental entities.
Read articleConstruction Trust Fund Claims Under Texas Property Code Chapter 162
Texas construction trust funds belong to the people whose labor and materials generated the payment, and control of those funds can create personal civil liability and criminal exposure.
Read articleTexas Construction Defect Claims Under the RCLA
A construction defect claim starts with the building, but it rarely ends there. A cracked slab, a leaking window system, or a failed balcony detail quickly becomes a calendar problem.
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 Clauses in Texas Commercial Contracts
A limitation of liability clause sets the financial consequences of a contract failure. Its effect comes from several provisions read together, including the aggregate cap, excluded categories of damages, claims outside the cap, exclusive remedies, indemnity obligations, and any statute that governs the transaction.
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 in a Private Company Acquisition
An acquisition can transfer selected business assets or the ownership interests in the entity that operates the business. That choice determines which property changes hands, which party remains liable for existing obligations, how contracts and permits are handled, and whether the buyer receives a new tax basis in the operating assets.
Read articleM&A Letters of Intent and the Terms That Bind Before Closing
An M&A letter of intent (LOI) records the principal terms of a proposed acquisition before the parties negotiate the purchase agreement. Buyers and sellers commonly intend the price, structure, consideration, and closing conditions to guide negotiations without requiring either side to close. They often intend exclusivity, confidentiality, expenses, access, governing law, and dispute provisions to be binding as soon as they sign.
Read articleM&A Due Diligence Before You Sign the Purchase Agreement
You conduct due diligence to determine whether the business you were offered is the business you will own after closing. The investigation should verify ownership, earnings, assets, contracts, liabilities, compliance, and the seller's authority to complete the transaction. It should also identify the consents, payoffs, corrective work, and contractual protection you need before you commit to close.
Read articlePurchase Price Adjustments in Private Company Acquisitions
A buyer and seller may agree on a headline price in the [letter of intent (LOI)](/blog/ma-letter-of-intent), but that number often assumes a stated amount of working capital, no seller debt, an agreed treatment of cash, and payment of the seller's transaction expenses. The purchase agreement converts those assumptions into the amount paid at closing and any adjustment after closing.
Read articleDisclosure Schedules in Private Company Acquisitions
Disclosure schedules turn a seller's representations and warranties into statements about the business being sold. A purchase agreement may state that the company owns its intellectual property, has complied with applicable law, has no pending litigation, and isn't in default under any material contract, each subject to exceptions identified in the schedules. Those exceptions affect the buyer's obligation to close and its remedies after closing.
Read articleEarnouts in M&A Deals: Drafting a Price That Depends on Future Performance
A seller may value a business at $8 million based on projected growth while a buyer values the same business at $6 million after discounting those projections for execution risk. The parties can place some of the purchase price behind the disputed forecast through an earnout.
Read articleEscrows and Holdbacks in M&A Deals: Funding Post-Closing Obligations
After closing, a buyer may have an indemnification claim, a working capital adjustment, or a right to recover for a known liability. The payment mechanism determines whether the buyer can collect from dedicated funds or must pursue the seller.
Read articleNoncompetes and Transition Agreements After a Business Sale
A buyer that pays for a business's goodwill expects the seller to leave its customer relationships, workforce, reputation, and operating knowledge with the business. A seller who opens a competing company after closing can redirect those relationships before the buyer has time to establish them. Sale agreements address that risk through noncompetition and nonsolicitation covenants, while transition services and consulting agreements define the seller's permitted post-closing work.
Read articleM&A Closing Mechanics and Post-Closing Obligations
At closing, the buyer pays the agreed consideration, the parties release signed documents, and ownership transfers under the purchase agreement and the applicable transfer instruments. That exchange requires more than a signature on the purchase agreement. Counsel must confirm authority, closing conditions, funds flow, debt payoff, lien releases, ancillary agreements, and the exact time when each party may release its signatures.
Read articleOutside General Counsel
Contract Review for Operating Businesses
When you sign a commercial contract, you convert a business arrangement into enforceable duties. Negotiators may focus on price, but scope, acceptance, renewal, remedies, data use, ownership, and exit rights often control the economic result after the parties sign.
Read articleResponding to a Demand Letter in Texas
A demand letter fixes a claimant's position in writing and asks your business to pay money, perform an obligation, stop specified conduct, or preserve a claimed right. Receipt may trigger a contractual notice period, a statutory inspection or settlement process, an insurance reporting obligation, or a duty to preserve evidence.
Read articleWhen 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 articleEmployment Law for Texas Businesses: Hiring, Classification, Pay, and Termination
Texas law presumes that employment for an indefinite term is at will. Either party may end the relationship at any time, with or without advance notice, unless a statute or enforceable agreement provides otherwise. Separate federal and Texas laws govern discrimination, retaliation, hiring records, worker classification, wages, leave, benefits, and final pay.
Read articleVendor and Customer Disputes in Texas
A customer may withhold payment because it disputes an invoice, claims the work failed to meet the contract, or wants bargaining power over another issue. A vendor may miss a delivery date, supply defective goods, exceed an approved budget, or stop performing after a disagreement over scope.
Read articleAnnual Legal Audit for Texas Businesses: Entity, Contract, Employment, IP, and Privacy Review
Your company changes each time you add an owner, hire in another state, introduce a product, sign a large customer, or give a vendor access to personal data. Corporate records, contracts, insurance, employment practices, and public filings should reflect the company you operate now.
Read articleRelated Work
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