Services

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 bears 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

Choosing an LLC or corporation affects governance, ownership rights, financing, compensation, liability, and a future sale. Federal tax classification involves a separate decision.

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Founder Equity and Vesting When a Cofounder Leaves

Founder equity determines who owns the company after a departure. Vesting determines how much of an approved grant the departing founder keeps.

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Should a Texas Company Form in Delaware?

Your formation state determines which state’s entity law generally governs relationships among the company, its owners, and its directors or managers, which lawyers call the company’s internal affairs. Those affairs include owner rights, management authority and duties, and procedures for approving entity action.

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Texas 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.

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Buy-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. The agreement must identify the eligible buyer, the party obligated to buy, the price, and the source of payment.

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Texas Franchise Tax Filing, Payment, and Account Status

Texas franchise tax compliance asks two separate questions. Your business may owe no tax for the year yet lose its right to transact business because it missed an information report.

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Foreign 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.

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The Role of a Written Company Agreement in a Texas LLC With One Member

Texas calls an LLC operating agreement a company agreement. State law recognizes a written, oral, or implied company agreement, and Section 101.001 states that an agreement for an LLC with one member remains enforceable even though only one person is a party.

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Noncompete Clauses in LLC Operating Agreements

An LLC member may serve as an owner, manager, employee, seller, or several of those at once. Texas noncompete law follows the member's role, the protected business interest, and the substance of the bargain.

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Real Estate

Commercial Real Estate Letters of Intent in Texas

A commercial real estate letter of intent records the terms a buyer, seller, landlord, or tenant expects to place in a purchase agreement or lease. It can reduce drafting expense by confirming that the parties agree on the economic structure before counsel prepares the definitive contract.

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Commercial Property Due Diligence in Texas

A commercial purchase contract provides a defined period, often called a feasibility period, to investigate the property and decide whether to proceed. Your rights during that period depend on the contract, because Texas law supplies no general right to cancel a commercial acquisition and recover earnest money when an inspection produces an unwelcome result.

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Commercial Lease Negotiation in Texas

Base rent tells only part of the story. Texas commercial tenants should define operating expenses, construction duties, assignment rights, renewal terms, foreclosure protection, defaults, and guaranties before signing.

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Triple Net Leases in Texas

A triple net lease allocates property taxes, insurance costs, and operating expenses in addition to base rent. The written formulas, exclusions, deadlines, and audit terms determine the tenant's actual occupancy cost.

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Section 1031 Like-Kind Exchanges for Commercial Real Estate

Section 1031 can postpone recognition of gain when qualifying business or investment real property is exchanged for other qualifying real property under the federal requirements.

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Commercial Property Ownership Through Texas LLCs

The entity holding commercial property affects liability, financing, management, taxes, and the eventual sale. The structure must align with the loan documents, tax classification, insurance, and daily administration.

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Easements and Restrictive Covenants Affecting Texas Commercial Property

An easement authorizes someone to use another person's land for a particular purpose. A restrictive covenant limits how land may be used or developed. Either can reduce buildable area, restrict access, prevent an intended use, or impose costs that the purchase price never reflects.

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Texas Commercial Landlord Remedies After Tenant Default

A commercial tenant default may require a lockout, eviction, rent claim, landlord's lien, or bankruptcy response. Each remedy follows different Texas procedures and lease requirements.

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Texas Commercial Title Insurance and Survey Review

A title commitment identifies the conditions under which a title company will issue a policy. A land title survey locates boundaries, improvements, easements, access, and other physical conditions.

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Construction

Texas Mechanic's and Materialman's Liens for Private Construction Payment Disputes

Payment disputes on Texas private construction projects turn on a calendar built from the governing contracts and the work records. A claimant can have a valid invoice and lose the lien remedy by missing a notice, filing, delivery, or foreclosure deadline.

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Payment 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.

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Texas Construction Contracts Before Work Begins

A construction contract sets the price, defines the work, and assigns the financial consequences of delay, design changes, defective work, injury claims, and early termination. Those terms often appear across the agreement, general conditions, supplementary conditions, drawings, specifications, addenda, exhibits, and documents incorporated by reference.

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Pay-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.

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Texas 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.

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Texas Construction Prompt Payment Deadlines and Remedies

Texas uses different prompt payment statutes for private and public construction. [Texas Property Code Chapter 28](https://statutes.capitol.texas.gov/Docs/PR/htm/PR.28.htm) governs payment for improvements to privately owned real property. [Texas Government Code Chapter 2251](https://statutes.capitol.texas.gov/Docs/GV/htm/GV.2251.htm) governs qualifying payments by state agencies, local governments, and other governmental entities.

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Construction 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.

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Texas 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.

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Texas Constitutional and Statutory Construction Liens

Texas provides two distinct mechanic's liens on private projects. The constitutional and statutory liens can secure the same unpaid work, but they differ in claimants, procedures, property coverage, and priority consequences.

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Commercial 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.

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Indemnification Provisions in Texas Commercial Contracts

An indemnification clause allocates specified losses between contracting parties. The covered claims, defense process, settlement authority, liability cap, insurance requirements, and survival period determine who pays and when.

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Insurance Requirements in Texas Commercial Contracts

Insurance provisions translate contractual risk allocation into funded protection. A contract can assign a loss to one party, but collection often depends on a policy that responds to the claim.

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Governing Law, Jurisdiction, and Venue in Texas Commercial Contracts

Commercial contracts often place governing law, jurisdiction, and venue in one paragraph. Each clause addresses a different issue. Governing law identifies the substantive rules, jurisdiction concerns a court's authority, and venue identifies the place where litigation proceeds.

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Termination Provisions in Texas Commercial Contracts

Termination provisions govern how a commercial relationship ends, what notice must precede the exit, and which obligations continue afterward. The terms allocate nonperformance risk, define payment consequences, and set the transition procedure. An incomplete provision can leave the parties disputing whether termination was permitted and what followed from it.

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Representations, Warranties, and Covenants in Texas Commercial Contracts

Commercial contracts use representations, warranties, and covenants to describe facts, allocate risk, and govern conduct. Those labels guide interpretation, but they don't select a remedy by themselves. Courts also examine the statement, the transaction, the cause of action, and the agreement's remedy provisions.

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Software and Intellectual Property License Agreements

A license grants permission to use intellectual property and may transfer a limited right while the licensor retains the rest. [Section 201(d)](https://uscode.house.gov/view.xhtml?edition=prelim&num=0&req=granuleid%3AUSC-prelim-title17-section201) allows separate ownership of the individual rights within a copyright, and copyright law treats an exclusive license of a particular right as a transfer of ownership of that right. Copyright, patent, trademark, and software licenses don't follow one uniform legal rule, so a useful agreement identifies the protected asset, the permitted acts, the people who may exercise the rights, and the limits on territory, field, duration, and transfer.

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Master Services Agreements and Statements of Work

A master services agreement (MSA) can state the recurring terms of a commercial relationship without committing either party to a particular project. Each statement of work (SOW) can then authorize defined services, deliverables, fees, and dates. This structure reduces repeated negotiation only when the documents identify when an obligation begins, which terms apply to each project, how the parties approve changes, and what happens when the documents conflict.

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Nondisclosure Agreements and Confidential Information

Businesses exchange pricing, financial data, customer information, product plans, source code, and deal terms before they decide whether to proceed with a transaction. A nondisclosure agreement, commonly called an NDA, sets the permitted use of that information and the conditions for sharing it with employees, advisers, affiliates, and other representatives.

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Mergers & 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.

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M&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.

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M&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.

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Purchase 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.

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Disclosure 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.

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Earnouts 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.

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Escrows 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.

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Noncompetes 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.

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M&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.

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Outside 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.

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Responding 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.

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How Outside General Counsel Works

An outside general counsel arrangement gives a company recurring access to a business lawyer without hiring a legal department. The lawyer remains in private practice, serves the company under an engagement agreement, and handles the legal questions that surface as the business operates.

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Employment 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.

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Vendor 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.

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Annual 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.

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