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Business Divorces – Post 1

March 26, 2015

Post 1

This series focuses on “business divorce,” the break-up of a business between business owners due to disagreement or other circumstances.  A business break-up leads to either one owner continuing the business without the other owner, the forced sale of the business to a third party, or a total dissolution or winding up of the affairs of the business.  Because the situation can be contentious, it may lead to unnecessary litigation.  Shutting a business is often not a viable option, so it may be better for one member to either buy out the other member or sell its stake to the other member. … Read the rest

An Easy Way for Texas Companies To Raise Money? A Discussion of the Texas Crowdfunding Exemption (Part 5)

January 5, 2015

Texas Crowdfunding Portal Registration and Activities (in Detail).

Simplified/Streamlined Registration Process. The simplified registration process for TCPs, which we discussed previously, is designed so that TCPs are subject to fewer regulatory requirements than general securities dealers, because they are limited in what they can do.[1]

No Investment Advice. Of note, a TCP is prohibited from offering investment advice or recommendations, so in listing issuers on its platform, it is important for the TCP not to provide an implicit endorsement or recommendation.… Read the rest

Personal Liability of Business Owners (1)

December 16, 2014

This post focuses on personal liability that individuals may face as business owners of corporations and/or limited liability companies (“Businesses”). Liability may be imposed even though certain business entities by their type and nature are designed to protect owners from business debts and liabilities. However, by taking certain precautions business owners can avoid being held personally liable for acts and activities of the Business.

Have You Thought About an ESOP?

May 1, 2012

Today I published an article that I co-authored with Claude Martel and Darrell Lensch giving a general overview of ESOPs.  You can see the article here:… Read the rest

Documenting a Joint Venture/Multiple Owner Company

April 26, 2012

I am often asked whether it is appropriate to have one lawyer document a joint venture (or multiple owner company) on behalf of the proposed business owners (2 or more people). A variety of considerations come into play. LEGALITY: As a legal matter, attorney ethics rules, at least in Texas, permit an attorney to take on such a role. However the parties must knowingly consent to the situation.

Why form an entity for your business?

April 23, 2012

I am often confronted with the question of why business owners should form an entity (that is an entity that is legally recognized as being separate and distinct from its owners such as limited liability companies (LLC), limited partnerships (LP) or corporations – as opposed to general partnerships or undocumented sole proprietorships – each legal entity is referred to as an “entity” for this post) for their business and whether it is worth the cost and hassle.  In almost all cases it is clearly advisable to form an entity for a variety of reasons.… Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.