Honored and Grateful – sworn in as a Texas lawyer! Honored and grateful to share that, nearly 20 years after […]

Need an “action figure” business lawyer and consultant? We’re taking on new clients! My firm focuses on Main Street Businesses

The first quarter of the year has been an exciting and productive time for our team at Raetzer PLLC. As

Back in January 2023 we wrote a short article explaining earnouts entitled Resolving Valuation Deadlocks in M&A: The Strategic Role

Congratulations on Buying Your First Business! Here’s What Comes Next. Purchasing a business is a significant achievement, and the journey

Under Texas law, shareholders of corporations and members of limited liability companies (“LLCs”) have the right to inspect the company’s books and records, provided they have a proper purpose. This right, outlined in the Texas Business Organizations Code, ensures that investors can assess the financial health of the company and monitor for potential misuse of assets or self-dealing.

In corporations and closely held companies, ownership is determined by the number of shares held. For example, a shareholder owning 1,000 shares in a company with 10,000 total shares has a 10% ownership stake. However, this ownership percentage can be threatened by dilution, a common concern for minority shareholders. For example, if the company issued an additional 10,000 shares, that 10% stake would then drop to 5% of the company.

From major mergers and acquisitions (“M&A”) to the purchase of real estate or even a simple inventory order, all business transactions are essentially contracts. While we may not think of smaller purchases in legal terms, they fulfill the same basic principle of a legally enforceable agreement: two parties agree to exchange something of value. For instance, when you pay for inventory, and the seller promises to deliver them, you’ve entered into an agreement.

However, not all agreements go smoothly. While failing to deliver inventory may be a minor inconvenience, breaches involving more significant transactions, such as business purchases, can lead to serious consequences. In business purchase agreements, the goal is to safeguard rights, minimize damages and pursue appropriate remedies when contractual obligations are not met resulting in a breach of the business purchase agreement.

Many aspiring entrepreneurs dream of running their own business, but aren’t sure where to begin. A common assumption is that starting from scratch with a groundbreaking idea and building a company from the ground up is the only option.

While launching a business from the ground up is a popular route, it’s not the only way. Buying an established business is another viable option, and with proper research and guidance, it can be a rewarding path to success. Deciding between these two approaches requires weighing the pros and cons of each to determine which aligns best with your goals.