An Experienced Business Law Lawyer Robert R. Flores
Businesses today face many legal obstacles, and running one is challenging enough without having to constantly stress about whether or not you’re legally protected or meeting regulatory guidelines.
Regardless if your business is in the process of beginning, restructuring, or dissolving, the McAllen and Raymond business attorney at the Law Office of Robert R. Flores provides well-versed legal insights, industry knowledge, and courtroom experience for all of our clients’ business transactional and formation needs.
The Law Office of Robert R. Flores Can Support You in These Particular Practice Areas
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Entity Formation:
The kind of entity you select for your business can impact its operations, management, and tax consequences. Based on your particular circumstances and goals, we’ll help you pick a corporate form that most suits your needs. -
Business Dissolution:
The legal details involved in dissolving a business can be complicated; one misstep in the process can result in future complications. We provide guidance to individual business owners and partners when they choose to go their separate ways. -
Contract Disputes:
Contracts are the backbone of all successful businesses. When a contract is breached or there’s a dispute on specific provisions, our experienced business lawyer can assist parties in seeking solutions outside of court, if possible, or represent clients at trial, if necessary. -
Business Formation:
Choice of entity, entity formation, buy/sell agreements, employment agreements, compliance plans, partnership and shareholder agreements, intellectual property, and trade secret protection are just a few of the aspects of business formation that our lawyer can help you with. -
Business Transactions:
We can help with corporate restructuring, mergers and acquisitions, acquisition of key assets, equipment, or real estate, independent contractor agreements, and more. -
Business Litigation:
This area covers the breach of contracts or contract disputes, partnership or shareholder disputes, shareholder oppression, theft of trade secrets, fraud and misrepresentation, breach of fiduciary duty, dissolution of a business, hostile takeovers or buyouts, temporary restraining orders and injunctions for the interference of business, patent infringement defense and deceptive trade practices.
Other Business Law Areas We Serve
Texas Non-Compete Attorney
Our firm represents both individual employees and companies in non-compete law. Employees are often faced with signing an employment contract with non-compete language before taking a job or upon accepting a severance package.
For employers working in today’s competitive environment, it is usually crucial to prevent employees from working for a competitor or forming a competing business. Texas has strict laws as to what qualifies as a valid non-compete agreement.
Items generally required for a non-compete to be valid in Texas include:
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Reciprocity or Mutual Consideration
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Necessity of Employer
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Reasonable Restrictions
A well-drafted non-compete agreement will limit competition in the marketplace. A non-compete that doesn’t comply with Texas law will be deemed invalid and prevent restrictions on the employee.
Sales of Businesses In Texas
A sale or purchase of a business in Texas oftentimes involves a purchase-sale contract, a due-diligence period, and a closing. While the heart of the transaction is governed by the purchase-sale agreement, other documents used in the sale could include deeds for real property, bill of sale for personal property, non-compete agreement for the seller, and various UCC (Uniform Commercial Code) forms. Because of the complexities associated with a business sale in Texas, it is imperative to hire a business lawyer to facilitate it.
Purchase of Assets or Entity
One of the most important decisions when conducting a business purchase/sale is whether the assets themselves are being conveyed or the entire business entity. Buyers typically prefer to invest in solely the assets of the business rather than the entity itself.
Purchase of the assets alone reduces the likelihood of acquiring undisclosed liabilities linked with the entity. However, some advantages to purchasing the entity might include acquiring an established credit rating, business lines with a bank, and current vendor accounts.
Due Diligence Period
One of the most essential aspects of buying a business is the period where a buyer has the opportunity to inspect and look into the operations, records, and functions of the business being purchased.
Common steps of the due diligence process include:
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Facilities Inspections
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Shareholder, Partner, or Member Involvement
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Financial and Accounting Audits
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Tax Return Audits
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Customer and Vendor List Inspection
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Applicable Licensing and Regulatory Checks
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Environmental Tests
The Closing
All purchase and sale agreements will include a date for closing when all the documents are signed and the consideration for the sale is provided by the buyer. Should the transaction involve the sale of real property, the closing would occur at a title company office.
Should the sale of a business involve no real property, it is more effective for the closing to happen at an attorney’s office.
Texas Business Entity Agreements
Most entities with multiple owners will want to have an agreement arranged that memorializes the structure and operations of the business. The most common agreements include shareholder agreements (for corporations), member agreements (for limited liability companies), and partnership agreements.
It is crucial that ownership agreements be drafted accurately so that no ambiguities arise throughout business operations or in the scenario of disputes between owners. It is vital that the agreements comply with Texas Business Organizations Code and the agreements stand up in court if tested.
Items addressed in ownership agreements include:
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Structure of corporation, partnership, or LLC
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Shareholder, partner, or member Involvement
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Elimination of undesirable owners
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Buy-outs and dissolution
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Change of control
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Minority owner rights
A well-drafted ownership agreement for a corporation, partnership, or limited liability will help ensure ownership expectations are clear and lower the chances of potential disputes. We also work with clients to resolve specific “one-off” issues and provide general outside legal counsel services.
At the Law Office of Robert R Flores, we will work with your unique financial situation to protect the laws of your small, medium-sized, or large business.