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Category Archives: Texas Law Update

Cross Pollination: Don't Limit Yourself

April 18, 2017

R. Shawn McBride recently published an article to the McBride For Business Blog on a topic that might be of interest: Cross Pollination:  Don’t Limit Yourself.

He examines how some regions are better at manufacturing, some regions are better at capital formation, some regions are better at fostering start-up companies and some regions are better for Fortune 500 companies.

You can see the full article here.

About the Author

R. Shawn McBride — R. Shawn McBride is the Managing Member of The R.Read the rest

Head East Young Man: Moving Your Business from California to Texas (Part IV of IV)

January 7, 2017

So you are moving from California to Texas?  What about existing business?

In our experience, may people move their legal entity as part of a relocation. They just don’t want to be dealing with the old state any more.

Existing Contracts. Obviously, the first issue is the XYZ, LLC, a California limited liability company is now XYZ, LLC, a Texas limited liability company. This is usually seen in bank accounts and contracts.

If there was a conversion this is usually just a matter of paperwork.… Read the rest

Head East Young Man: Moving Your Business from California to Texas (Part III of IV)

December 17, 2016

What does it look like to change States of Formation?

Changing your state of formation can be a lot less painful than it used to be.  Don’t worry – we’ll dive into some of the legal terms you are about to read in detail later in this blog.

Conversion.  In many cases a conversion can be done.  Both the state the company is leaving and the new state need to legally recognize a conversion.

If conversion is recognized by both states the process is fairly straight-forward though some of the paperwork can get complicated. … Read the rest

Personal Liability for Environmental Violations (Part III)

December 15, 2016

In State v. Pure Tech Systems, Inc.,[1] the property at issue had been used for petroleum and hazardous substance operations dating back to the 1880s and was already subject to the state’s closure order by the time it was transferred to Pure Tech Systems, Inc. (“Pure Tech”).  Subsequently, the City of Cleveland issued a citation to close the facility for the city and state fire code violations, followed by a consent order to address the violations.  The state’s environmental agency also began regulatory compliance actions against Pure Tech, which resulted in two additional consent orders. … Read the rest

Head East Young Man: Moving Your Business from California to Texas (Part II of IV)

December 10, 2016

So if you are considering moving your company from California to Texas, how is it done?

Like most things it will probably be easier if broken down into steps.

Step 1 – Where are you Legally Formed?  The first step is to assess where things stand currently. Many business owners form a company in the state they start operations. So many businesses operating in California are California entities, in the form of LLCs (limited liability companies), corporations or limited partnerships.  However, some entities are formed in other states, like Delaware.… Read the rest

Personal Liability for Environmental Violations (Part II)

December 8, 2016

In Morello v. State,[1] White Lion Holdings, L.L.C. (“White Lion”), a company owned by Morello, bought a piece of real property that was previously used as a pipe-manufacturing facility.  The previous owner of the property had a state-issued compliance plan to clean up groundwater contamination at the facility, which was also transferred to White Lion after the purchase.  A few years later, the State of Texas sued White Lion for failure to adhere to the requirements of the compliance plan and sought to hold Morello individually liable as the manager and operator of the company. … Read the rest

Personal Liability for Environmental Violations (Part I)

December 6, 2016

As you know, one of the principal advantages of forming a limited liability company or corporation is that it offers protection from liability for business debts and obligations.  As you also know by now, however, this liability shield is not absolute.  We explained in our previous blog series “LLC Update: Piercing the Corporate Veil” that in certain limited situations, courts may “pierce the corporate veil” to hold LLC members liable for business debts and obligations, especially when they operate the business without the requisite corporate formalities, commingle personal and business finances, and/or use the business entity to avoid creditors. … Read the rest

Head East Young Man: Moving Your Business from California to Texas (Part I of IV)

December 3, 2016

Numerous articles in the popular press have shown the demographic shifts and that a lot of people are moving from California to Texas.[1]  Naturally some of the people moving into Texas are going to be business owners. While we don’t have the hard statistics, our hunch is that there are a lot of business owners that are part of the migration.

In this multi-post blog series we’ll look at why this is happening and some of the things to do to make it happen.… 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.