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A lease assignment or change-of-control clause in a commercial lease can stall a sale as effectively as a missing contract or a broken representation. The problem is often not the rent. It is a clause that treats a stock sale, a merger, or a change in the tenant's ownership as

By Trenton Roberts and Autumn Hartman. Trademark clearance shows if a name or logo is available.

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.

NDA negotiations stall on residuals, non-solicit carve-outs, standstills, term, and trade secrets. Here is how to negotiate those points.

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

Headline price is not the whole deal. Working capital true-ups, earnouts, sandbagging, and RWI exclusions often move more money after signing.

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.

In a deal between competitors, the NDA is not enough. The parties still have to compete until they are allowed to close, and they still have to avoid sharing more competitively sensitive information than the diligence and integration-planning work actually requires. Two legal

By Trenton Roberts and Jay Stigers. If an owner cannot sign, someone still has to run the company. Texas durable powers of attorney, guardianship alternatives, health care documents, and the company agreement terms that make incapacity planning work.

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.

Rollover equity is the portion of a seller's stake that stays in the business after a sale, usually as equity in the buyer's holding company. Sellers often want tax deferral on that slice. Buyers often want the sellers' incentives aligned after closing. Those two goals only meet

By Trenton Roberts and Natalie Voels. Here is what Texas tenants should negotiate in a commercial lease.

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.

When a buyer wants to acquire an S corporation and treat the purchase as an asset deal for federal tax purposes, a pre-closing F reorganization is often the structure on the table. The target can stay in place for contracts and payroll accounts, sellers can roll equity with more

By Trenton Roberts and Jay Stigers. Texas has no state estate tax, but community property still matters.

By Trenton Roberts and Jay Stigers. The One Big Beautiful Bill Act made the $15 million exemption permanent.