Business Law

By Trenton Roberts and Natalie Voels. How borrowers can negotiate financial covenants: the debt and EBITDA definitions behind the ratio, caps on synergy addbacks, springing tests, and equity cure rights that work.

The One Big Beautiful Bill Act changed key inputs in choice-of-entity planning. Permanent Section 199A, permanent bonus depreciation, expanded QSBS, Section 174A, and a temporary SALT cap all affect how founders and boards should re-run the entity memo.

By Trenton Roberts and Julia Ngo. How the next generation of business lawyers can use AI for good in transactional work: verified first pass review, savings passed to clients, more time for judgment, and better training inside the ethics rules.

By Trenton Roberts and Carson McGurk. As AI takes on more contract drafting, the attorney becomes more central to negotiation. A forward-looking view grounded in ABA Formal Opinion 512 and Texas Ethics Opinion 705.

By Trenton Roberts and Andrew Brown. A structured legal audit in the first 90 days of a fractional general counsel engagement finds the problems that are still cheap to fix. The work plan, month by month.

License scope, service levels, data terms, and auto-renewals decide most SaaS disputes. Here is what to negotiate on each, and how Texas taxes SaaS as a data processing service with a 20 percent exemption.

Texas non-competes are governed by Sections 15.50 through 15.52 of the Business and Commerce Code. How the ancillary requirement, reformation, sale-of-business covenants, the 2025 health care changes, and the FTC rule fit together.

By Trenton Roberts and Spencer Kendrick. When purchase orders and acknowledgments conflict, Texas Business and Commerce Code Section 2.207 decides the terms. How the battle of the forms plays out, and why a master supply agreement is the cleaner answer.

By Trenton Roberts and Rachel Jones. A structured checklist helps teams catch MSA issues before signature.

Fractional general counsel provides ongoing outside legal support without a full-time hire. In-house counsel is an employee embedded in the company. Many growing businesses start with fractional GC and later hire in-house as legal volume and complexity increase.

A fractional general counsel (fractional GC) is an outside attorney who provides ongoing legal guidance to a business on a part-time or scoped basis, covering contracts, governance, day-to-day questions, and coordination on transactions, without hiring a full-time in-house counsel.

LLC operating agreements allocate tax items. Here is how Section 704(c), target allocations, Section 754 elections, and partnership audit rules should show up in the document.

By Trenton Roberts, Andrew Brown and Spencer Kendrick. Entity choice turns on liability and tax.

Profits interests are the tool many LLCs use when they want to admit a new member for services without handing over a slice of current capital. Done correctly, the grant can be respected as a partnership interest in future appreciation only, and the IRS safe harbors in Rev.

By Trenton Roberts and Rachel Jones. A Texas indemnity must meet the express negligence test.

By Trenton Roberts and Autumn Hartman. Copyright and patent ownership start with the creator.