A beautifully drafted set of seller promises is worth very little if the cap is too low to recover under or the basket is structured so you can never reach it. This article explains how caps and baskets control post-closing liability in a business sale, and how buyers and sellers negotiate each one.

Many business buyers assume a Letter of Intent is just a non-binding handshake on the purchase price. However, failing to lock in specific legal protections—or blindly agreeing to standard broker terms for earnest money deposits—can expose you to immense financial risk. This article breaks down exactly which LOI provisions must be legally binding and how to safely structure your deposit to protect your leverage and capital during due diligence.

More than a decade after the JOBS Act, Congress is moving to cut the remaining red tape that holds back early-stage investment. The INVEST Act proposes significant updates, including a $50M fund benchmark and expanded investor access, to fuel the next generation of startups.

When you buy a business, you must also secure its operating capital. This article explains how to set a Net Working Capital Target to avoid overpaying or suffering a post-closing cash crisis.

Most business buyers see seller financing simply as a way to bridge a capital gap. But its most powerful function is strategic: a seller note ensures the seller has "skin in the game" after closing, turning them into a partner invested in your success. Learn how this alignment can lead to a smoother transition and set you up for long-term growth.

In nearly every business sale, the buyer and seller start with opposing goals for the deal's structure. Buyers push for an asset purchase to shield themselves from past liabilities and gain significant tax advantages. Sellers, on the other hand, aim for a stock sale to ensure a clean break and secure a more favorable tax outcome. This fundamental conflict over taxes and liability is the first major hurdle in any M&A transaction. Understanding why each side takes their position is the first step to negotiating a successful deal.

This article demystifies convertible notes for early-stage founders, explaining how the instrument converts short-term debt into equity and unpacking key terms such as valuation caps, discounts, interest, and maturity.

The indemnification clause acts as the financial referee after a business sale, making the seller responsible for costly surprises and broken promises that surface down the road. This provision uses negotiated limits like baskets, caps, and survival periods to draw the financial lines, defining exactly who is on the hook when unexpected trouble appears.

With Texas storm season well underway, PKC Founding Partner and trial attorney Drew Peters breaks down how to spot bad faith insurance practices after hail, wind, or hurricane damage, and explains the legal protections available to Texas policyholders.

Small business acquisitions can come with unforeseen landmines hidden in the books, the customer relationships, and the team’s institutional knowledge. Taking the time to spot red flags in these key areas during due diligence is often the difference between a smooth takeover and an expensive misfire.

Learn how SAFEs can streamline your early-stage fundraising strategy. This quick guide provides startup founders with an overview of Simple Agreements for Future Equity (SAFEs), highlighting key terms, conversion mechanics, and their pros and cons.

The extended deadline for most companies to file their Beneficial Ownership Information report under the Corporate Transparency Act is now March 21, 2025. While further extensions or modifications may be forthcoming, entities should continue gathering owner data and preparing their filings during this 30-day window.

In this article, PKC corporate partner Robbie Crosier explains how the legal standards for LLC liability protection in Texas have evolved, particularly since 2011, and outlines best practices for LLC owners to maintain this protection for their personal assets.  

Leasing equipment offers businesses a flexible way to manage costs and stay current with evolving technology. This article breaks down the types of equipment leases, their benefits, and key terms to consider before signing an agreement.

A federal court in Texas has issued a nationwide injunction, halting enforcement of the Corporate Transparency Act’s reporting requirements.

Protect your personal assets and keep your business running smoothly by observing corporate formalities. Learn how proper recordkeeping, compliance, and best practices for corporations and LLCs can safeguard your liability shield, support decision-making, and ensure legal and tax compliance.

The FTC's new "Click to Cancel" rule requires businesses to make canceling subscriptions as easy as signing up, ensuring transparency and fairness in recurring payment programs. Companies must simplify cancellation processes or face penalties, impacting both consumer and business-to-business transactions.

Deciding between buying into a franchise and starting your own small business can be a tough call. This article breaks down the benefits and drawbacks of each option, helping entrepreneurs make an informed decision.

Funding a trust is a critical step in ensuring that your estate plan works as intended. This guide covers the essentials of transferring assets into your trust—from real estate and bank accounts to life insurance and business interests—so you can avoid probate, protect your privacy, and ensure that your loved ones are cared for according to your wishes.

Here’s what you need to know about the FTC’s ban on noncompete agreements, as of early August 2024.

Learn the basics of intellectual property protection with this short overview from your legal team at PKC.

Shareholder agreements serve as important tools for closely held corporations, ensuring clarity and stability in business operations and relationships. By outlining shareholder rights and responsibilities, these agreements safeguard against potential conflicts and foster business continuity.

Deciding to buy a franchise involves weighing potential benefits like proven business models and support against drawbacks such as reduced control and ongoing fees. This guide explores the critical aspects of franchising, offering a balanced view to help entrepreneurs make an informed decision.

In this short guide, we define due diligence in the context of business transactions and explain its critical role in assessing the viability and value of a company prior to purchase. We cover the reasons for conducting due diligence, from legal red flags to financial assessments, and provide a roadmap for the due diligence process, including preparation, investigation, and presentation stages.

In this article, we explore the process of selling your family business to a third party, emphasizing the necessity of preparing thoroughly to enhance business appeal to potential buyers. From conducting pre-diligence to engaging a business broker and addressing complex legal considerations, we detail every step to help you secure the best possible outcome for your exit strategy. Learn how to navigate the sale with expert advice to protect your interests and achieve a successful business transition.

This article delves into the essential purposes and legal requirements of annual meetings for both LLCs and corporations. It outlines how these meetings contribute to maintaining a business’s legal entity status and the potential risks of non-compliance. For business owners seeking to ensure their company adheres to necessary legal formalities, understanding these aspects is crucial for protecting personal assets and facilitating effective corporate governance.

Seller financing can transform the way main street businesses change hands, providing substantial financial benefits to the buyer while keeping the seller invested in the long-term success of the business. Here's a closer look at how this strategy can facilitate smoother transactions and foster continued growth under new ownership.

In this article, learn how and why to form a Texas PLLC to represent your professional practice.

Navigating the purchase of a Main Street business in Dallas-Fort Worth involves a series of strategic steps. This guide walks you through the journey from identifying potential acquisitions to successfully closing the deal, offering key insights and advice for prospective buyers.