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The What, Why and How of Series Limited Liability Companies

What is a Series LLC? One type of legal entity, which even some business attorneys find challenging to handle, is the series limited liability company. And, that’s understandable. While the concept of a series LLC may be fairly easily understood, forming one is not simple. Adding to the challenge is the fact that series LLCs are relatively new structures, so the sample forms and information available about them online is limited compared to other entity [...]

The What, Why and How of Series Limited Liability Companies2020-11-30T16:50:06-06:00

Introduction to Private Placement Memorandums (PPMs)

You’re probably familiar with that age-old adage penned by Shakespeare: “A rose by any other name would smell as sweet.” Something similar can be said about private placement memorandums (PPMs), which are sometimes called offering memorandums or offering documents. Okay, so they don’t usually smell nearly as sweet as roses, but savvy business owners intent on offering private (rather than public) securities know that one of these documents—by whatever name it’s called—can be invaluable. Others [...]

Introduction to Private Placement Memorandums (PPMs)2020-11-30T17:08:27-06:00

How Much Does Forming a Business Entity Protect Owners?

You have probably heard you need a limited liability business entity (e.g., corporation, LLC, etc.) to protect you when you run a business. Indeed, one of the most important aspects of corporations and limited liability entities is personal liability protection. Unlike general partnerships and sole proprietorships, corporations and LLCs provide a liability shield for their owners. If you are looking for information about whether to form an LLC or a corporation (generally, for small businesses, [...]

How Much Does Forming a Business Entity Protect Owners?2020-11-30T16:59:57-06:00

Statutory Conversions: Changing Business Entity Types & Home States

Choosing the type of entity to form for your business and the state in which to form it is an important decision. If you try to process everything out there on the internet about how to make this decision, it will drive you batty. It’s actually, IMO, a fairly simple decision. There’s a lot of noise out there, although there aren’t many factors to consider when making this choice (considering forming your company in Delaware? [...]

Statutory Conversions: Changing Business Entity Types & Home States2020-11-30T16:50:40-06:00

The Lowdown on Buying or Selling an Engineering Firm (in Austin, Texas and Beyond) – Part 3

Other M&A Contracts and Documents Prior to signing the purchase agreement, a buyer and seller in an M&A deal often sign a letter of intent (LOI). The letter of intent lays out the key terms of the deal. It is usually non-binding, except for confidentiality and exclusivity (the seller agrees for some period of time – often 90 days). Still, it saves time to document the terms in an LOI and it usually fleshes out [...]

The Lowdown on Buying or Selling an Engineering Firm (in Austin, Texas and Beyond) – Part 32020-11-30T17:35:32-06:00

The Lowdown on Buying or Selling an Engineering Firm (in Austin, Texas and Beyond) – Part 2

What is an Engineering Firm Worth? So, the big question: what is your engineering firm worth (or, if you are looking to acquire a business, what should you pay for it)? Luckily, valuation is something each of us does every day. Whenever you purchase a new company vehicle or acquire new software vital for your engineering company, you have valued the product and determined it was worth the price paid. When it comes to mergers [...]

The Lowdown on Buying or Selling an Engineering Firm (in Austin, Texas and Beyond) – Part 22020-11-30T17:19:00-06:00

The Lowdown on Buying or Selling an Engineering Firm (in Austin, Texas and Beyond) – Part 1

During the past nine months (2016-2017), I represented four sellers of engineering firms based in Austin, Texas. My role has been as their M&A attorney. In three cases, the seller sold to a much larger engineering firm. In one deal, the seller sold to a private equity group that bought a larger engineering firm a few years back and is using that first purchase as a platform for future acquisitions. It’s interesting this is quickly [...]

The Lowdown on Buying or Selling an Engineering Firm (in Austin, Texas and Beyond) – Part 12020-11-30T17:10:44-06:00

Should I Register My Company in Delaware?

No doubt, you've heard that a lot of companies form corporations in Delaware. So, you're probably thinking, "I guess I should register in Delaware." Half the Fortune 500 is registered in Delaware. Why? The main reasons are that their corporate codes are very modern and up to date. Also, their judges are very well versed in business law issues. So, when there are shareholder suits, in particular, it's a pretty good place to be. These [...]

Should I Register My Company in Delaware?2020-11-30T17:32:46-06:00

Creating a Business Partnership (Founders) Agreement

This article is about documenting founder/partner agreements, which may be called all sorts of different things – operating agreement, shareholders agreement, partnership agreement, company agreement, etc. (see below – Titles of Founders Agreements). This article applies if you form a corporation, LLC, limited partnership – whatever. It applies to technology startups, restaurant ventures or any other industry. When it comes to structuring business relationships, the issues that need to be discussed upfront and addressed in [...]

Creating a Business Partnership (Founders) Agreement2020-11-30T17:29:35-06:00

Opening or Buying a Restaurant in Austin, TX

As an Austinite, I enjoy our city’s diverse food scene. Austin remains true to its roots with plenty of taco shops, BBQ joints and food trucks. And, since I first visited Austin 15 years ago, the city’s high-end restaurant scene has come into its own. It has the population and diversity to support just about any restaurant concept, making it an attractive option for new restaurant ventures. Jumping into the hospitality business by owning a [...]

Opening or Buying a Restaurant in Austin, TX2020-11-30T16:44:22-06:00