Here are a few of the most important services we can offer you, starting on day one of your business:

• Business Formation Advice. We can advise you on the best business entity for your business, and prepare and file the necessary documents with the appropriate federal and state agencies. We can counsel you on and draft your governing documents such as shareholder, operating, or partnership agreements.
• Business Development. We can work with you to refine your thinking about your new business idea in order to help you maximize your potential for finding your niche in the marketplace.
• Business Plan Advice. Once your idea is refined, we can help you put it down on paper so that investors will take notice.
  Federal, State, and Local Regulations: We can help you understand the various regulations that affect your business and suggest ways to help you fully comply.
• Name, Logo, and Product Protection. Before you invest valuable resources in a business name, logo, brand or product name, we can conduct a trademark due diligence of these assets and suggest ways of protecting them for your company.
• Financing Options. We can help you sort through the various options available to fund the growth of your business. From debt financing, SBA Loans, Venture Capital, and Angel Investors, each comes with its own pros and cons.
• Office space leases or subleases. Review and drafting.
• Stock Option Plans. Drafting, review, and consulting.
• Executive Compensation Plans. Drafting, review, and consulting.
• Employment Agreements. Drafting, review, and consulting. We can help you figure out how to attract and keep the employee talent you need to succeed.
• Confidentiality/Noncompete/Nondisclosure Agreements. What are they? Should you use them, and if so, why? We can help with drafting, review, and consulting.
• Other Services Contracts. Drafting and review of web site contracts, work-for-hire agreements, vendor contracts.
• Internet Advice. We can help you avoid potential pitfalls in your use of the Internet by performing an Internet Legal Audit tailored to your needs.

More information on Startups and Startup law…

A “Historically Underutilized Business” is an entity with its principal place of business in Texas, and is at least 51% owned by an Asian Pacific American, Black American, Hispanic American, Native American and/or American woman who resides in Texas and has a proportionate interest and demonstrate active participation in the control, operations and management of the entity’s affairs.

Why should I get my business HUB certified?

In accordance with Texas Administrative Code §111.13, each state agency shall make a good faith effort to utilize HUBs in contracts for construction, services (including professional and consulting services), and commodities purchases. Two-thirds of bids for each government contract for construction, services, or commodities purchases must come from HUBs. Achieving HUB certification means easier access and greater exposure to government contract opportunities.

Benefits of HUB Certification

1. Certification is valid for 4 years, provided that the business continues to meet the eligibility requirements.
2. Your business is registered in the Texas Comptroller’s web-based HUB Directory. State agencies use the HUB Directory in conjunction with the Comptroller’s Centralized Master Bidders List (CMBL) to solicit bids from certified HUBs for state purchasing and public works contracts. Prime contractors also use the HUB Directory to identify HUBs to whom they will send notification of their subcontracting opportunities.
3. Increased exposure to the general public, as well as other entities who have a supplier diversity program and are searching for minority and woman-owned businesses.

How do I get my business HUB certified?

Businesses seeking certification as a HUB are required to complete a HUB certification application and submit it along with supporting documentation. The application must be certified and sworn to under oath. If your business has been previously certified with another local government or nonprofit organization, you may be eligible to receive HUB certification by way of a certification memorandum of agreement between the Statewide HUB Program and the other organization.

Contact us to start the process today. When dealing with any government agency certification, the process can be lengthy, and the pitfalls many. We help make sure you get it done right the first time so that you can enjoy your new government contract opportunities as soon as possible.

Texas HUB Certification Law

For more information regarding Texas HUB Certification law please see Texas Administrative Code §§20.11-20.28 and Texas Government Code Ch. 2161.

Initial Client Meeting

The first step in the process is to setup a meeting with your lawyer to talk about the potential sale or purchase. During this meeting we discuss such items as: your reason for purchase/sale; the business partners involved; the clients goals and needs; financing options; potential transaction structures; Letters of Intent; and due diligence issues.

Letter of Intent / Term Sheet

After gathering this basic information, if a Letter of Intent has already been drafted or received, we usually start preparing for the due diligence phase of the transaction, where both sides provide requested information and documentation related to the business. If a Letter of Intent has not been drafted or received, we work on getting the purchaser and seller together to work out the major deal points and then incorporate them into the Letter of Intent/Term Sheet.

Due Diligence and Disclosures

Next, due diligence is performed. During this phase, the purchaser is making sure that the business is in the condition originally described by the seller. We perform UCC searches to make sure that the assets are owned clear of any liens or other encumbrances. We perform litigation searches to make sure there is not any pending undisclosed litigation against the seller. We obtain and review copies of all contracts, leases, and licenses that the seller is a party to. We obtain information on all possible liabilities that the seller may have. This information is often used to draft disclosure schedules given to each party, so that the flow of information between both happens in an orderly, good faith manner.

Once due diligence is complete we reevaluate the transaction structure to make sure it still meets the needs of the client. If you are looking to sell an Austin-area business or if you are looking to purchase an Austin-area business, there are essentially three basic structures that nearly all acquisitions follow:

• Asset Purchase and Sale
• Stock Purchase and Sale
• Merger

Asset Purchase and Sale

An asset purchase transaction usually involves the buyer obtaining all or part of the seller’s assets, but none or few of the seller’s liabilities. Both acquired assets and liabilities must be expressly agreed upon in the Asset Purchase Agreement. Assets include plant, property, equipment, inventory, furniture, corporate name, goodwill, and intellectual property such as Trademarks, Copyrights, Trade Secrets, and Patents. Liabilities assumed usually include only those that are attached to an asset that is being purchased. Care must be taken to avoid any potential “fraudulent transfer” of asset issues.

Stock Purchase and Sale

An outright stock purchase transaction involves the purchase of all the seller’s shares of stock in the company. This type of purchase differs from an asset purchase in that the purchaser of the stock takes ownership of the entire company, both assets and liabilities. If you are buying out a publicly-traded company, one must strictly comply with federal security laws. This buy out process involves the issuance of a “tender offer” by the buyer, where the buyer publicly solicits the seller’s shares at a given price.

Merger

A merger involves two companies combining to form one company. The one surviving company assumes and owns all of the liabilities and assets of both companies. This process is performed by obtaining a “certificate of merger” from the appropriate states. To obtain a certificate of merger, one must create a merger plan and file it with the appropriate state agency along with the merger application and entity formation paperwork.

Acquisition Agreement Drafting

Regardless of the structure of the transaction, an acquisition agreement must be drafted to cover the transaction. Depending on the type of transaction this will be called an Asset Purchase Agreement, a Stock Purchase Agreement, or a Merger Agreement / Merger Plan. All of these agreements are similar and contain the same four major sections: 1) Representation and Warranties (often referred to as “Reps and Warranties”); 2) Covenants; 3) Conditions to Closing; and 4) Indemnification. Depending on the size and scope of the transaction, you might also encounter: Disclosure Schedules, IP Assignments, Lease Assignments, Bills of Sale, Noncompete Agreements, Employment Agreements, and other related documents.

Closing

The final step in the process is the closing. At the closing, all agreements are signed, money and or stock changes hands, documents are obtained, keys and property are handed over, and everything is checked and double-checked for accuracy.

Formation / Incorporation

• Business Entity Formation / Incorporation
• Startup Advice
• Partnership Agreements
• LLC Operating Agreements
• Shareholder Agreements

M&A / Business Purchase and Sales

• Mergers and Acquisitions
• Purchase and Sale Agreements
• Due Diligence

Contracts

• Contract Drafting
• Contract Review
• Contract Disputes
• Breach of Contract Litigation

Miscellaneous

• State of Texas HUB Certification
• Business Document Review and Consulting