https://www.pkclegal.com/blogArticles from the attorneys at Peters Kussmaul Crosier PLLC.en-ushttps://www.pkclegal.com/blog/caps-and-baskets-how-buyers-and-sellers-negotiate-risk-in-a-business-salehttps://www.pkclegal.com/blog/caps-and-baskets-how-buyers-and-sellers-negotiate-risk-in-a-business-saleThu, 18 Jun 2026 00:00:00 GMTRobbie CrosierA 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.https://www.pkclegal.com/blog/navigating-the-letter-of-intenthttps://www.pkclegal.com/blog/navigating-the-letter-of-intentMon, 09 Mar 2026 00:00:00 GMTRobbie CrosierMany 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.https://www.pkclegal.com/blog/invest-act-clears-house-pending-senate-approvalhttps://www.pkclegal.com/blog/invest-act-clears-house-pending-senate-approvalTue, 20 Jan 2026 00:00:00 GMTMeghan SimmonsMore 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.https://www.pkclegal.com/blog/net-working-capital-in-business-acquisitionshttps://www.pkclegal.com/blog/net-working-capital-in-business-acquisitionsMon, 13 Oct 2025 00:00:00 GMTRobbie CrosierWhen 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.https://www.pkclegal.com/blog/the-benefits-of-seller-financing-for-business-buyershttps://www.pkclegal.com/blog/the-benefits-of-seller-financing-for-business-buyersMon, 18 Aug 2025 00:00:00 GMTRobbie CrosierMost 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.https://www.pkclegal.com/blog/asset-purchase-vs-stock-purchase-tradeoffs-for-buyers-and-sellershttps://www.pkclegal.com/blog/asset-purchase-vs-stock-purchase-tradeoffs-for-buyers-and-sellersTue, 12 Aug 2025 00:00:00 GMTRobbie CrosierIn 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.https://www.pkclegal.com/blog/convertible-notes-101https://www.pkclegal.com/blog/convertible-notes-101Thu, 31 Jul 2025 00:00:00 GMTAndrew KussmaulThis 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.https://www.pkclegal.com/blog/explanation-of-the-indemnification-clause-in-business-acquisitionshttps://www.pkclegal.com/blog/explanation-of-the-indemnification-clause-in-business-acquisitionsMon, 23 Jun 2025 00:00:00 GMTRobbie CrosierThe 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.https://www.pkclegal.com/blog/bad-faith-insurance-claims-during-storm-season-in-texas-what-policyholders-need-to-knowhttps://www.pkclegal.com/blog/bad-faith-insurance-claims-during-storm-season-in-texas-what-policyholders-need-to-knowFri, 09 May 2025 00:00:00 GMTDrew T. PetersWith Texas storm season well underway, PKC Founding Partner and trial attorney Drew T. 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.https://www.pkclegal.com/blog/avoiding-hidden-pitfalls-in-due-diligencehttps://www.pkclegal.com/blog/avoiding-hidden-pitfalls-in-due-diligenceTue, 25 Mar 2025 00:00:00 GMTRobbie CrosierSmall 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.https://www.pkclegal.com/blog/safe-101-a-founders-guide-to-simple-agreements-for-future-equityhttps://www.pkclegal.com/blog/safe-101-a-founders-guide-to-simple-agreements-for-future-equityMon, 03 Mar 2025 00:00:00 GMTAndrew KussmaulLearn 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.https://www.pkclegal.com/blog/corporate-transparency-act-update-boi-reporting-deadline-moved-to-march-21-2025https://www.pkclegal.com/blog/corporate-transparency-act-update-boi-reporting-deadline-moved-to-march-21-2025Mon, 24 Feb 2025 00:00:00 GMTRobbie CrosierThe 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.https://www.pkclegal.com/blog/maintaining-your-llcs-liability-protection-best-practices-and-the-evolution-of-texas-lawhttps://www.pkclegal.com/blog/maintaining-your-llcs-liability-protection-best-practices-and-the-evolution-of-texas-lawMon, 10 Feb 2025 00:00:00 GMTRobbie CrosierIn 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.https://www.pkclegal.com/blog/a-business-owners-guide-to-equipment-leasinghttps://www.pkclegal.com/blog/a-business-owners-guide-to-equipment-leasingMon, 13 Jan 2025 00:00:00 GMTRobbie CrosierLeasing 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.https://www.pkclegal.com/blog/fdd-and-franchise-agreement-what-you-need-to-know-as-a-franchiseehttps://www.pkclegal.com/blog/fdd-and-franchise-agreement-what-you-need-to-know-as-a-franchiseeFri, 27 Dec 2024 00:00:00 GMTRobbie CrosierNavigate franchise agreements with confidence. Learn what to review in Franchise Disclosure Documents (FDDs) and key provisions, from fees to noncompete clauses, to protect your investment.https://www.pkclegal.com/blog/texas-federal-court-suspends-corporate-transparency-act-enforcement-nationwidehttps://www.pkclegal.com/blog/texas-federal-court-suspends-corporate-transparency-act-enforcement-nationwideThu, 05 Dec 2024 00:00:00 GMTRobbie CrosierA federal court in Texas has issued a nationwide injunction, halting enforcement of the Corporate Transparency Act’s reporting requirements.https://www.pkclegal.com/blog/why-corporate-formalities-matterhttps://www.pkclegal.com/blog/why-corporate-formalities-matterThu, 21 Nov 2024 00:00:00 GMTRobbie CrosierProtect 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.https://www.pkclegal.com/blog/ftc-click-to-cancelhttps://www.pkclegal.com/blog/ftc-click-to-cancelThu, 17 Oct 2024 00:00:00 GMTRobbie CrosierThe FTC's "Click to Cancel" rule streamlines subscription cancellations, requiring businesses to make the process as simple as signing up. This update ensures transparency, protects consumers and businesses, and enforces penalties for non-compliance.https://www.pkclegal.com/blog/franchise-vs-small-business-which-is-the-right-choice-for-youhttps://www.pkclegal.com/blog/franchise-vs-small-business-which-is-the-right-choice-for-youMon, 30 Sep 2024 00:00:00 GMTRobbie CrosierDeciding 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.https://www.pkclegal.com/blog/how-to-fund-a-trusthttps://www.pkclegal.com/blog/how-to-fund-a-trustMon, 16 Sep 2024 00:00:00 GMTRobbie CrosierFunding 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 to keep your wealth protected.https://www.pkclegal.com/blog/ftc-noncompete-ban-what-to-knowhttps://www.pkclegal.com/blog/ftc-noncompete-ban-what-to-knowWed, 07 Aug 2024 00:00:00 GMTEmily WilliamsHere’s what you need to know about the FTC’s ban on noncompete agreements, as of early August 2024.https://www.pkclegal.com/blog/intellectual-property-basics-for-businesseshttps://www.pkclegal.com/blog/intellectual-property-basics-for-businessesTue, 09 Jul 2024 00:00:00 GMTRobbie CrosierLearn the basics of intellectual property protection with this short overview from your legal team at PKC.https://www.pkclegal.com/blog/does-your-company-need-a-shareholder-agreementhttps://www.pkclegal.com/blog/does-your-company-need-a-shareholder-agreementMon, 06 May 2024 00:00:00 GMTRobbie CrosierExplore the important role of shareholder agreements in closely held corporations to mitigate risks and ensure long-term success. Learn how these legal tools can prevent future conflicts and promote stability in your business.https://www.pkclegal.com/blog/should-you-buy-a-franchise-pros-conshttps://www.pkclegal.com/blog/should-you-buy-a-franchise-pros-consMon, 29 Apr 2024 00:00:00 GMTRobbie CrosierExplore the advantages and disadvantages of buying a franchise, including legal considerations and the impact on control and creativity. Learn what it takes to succeed in franchise ownership.https://www.pkclegal.com/blog/llc-and-corporation-annual-meetings-explained-what-business-owners-need-to-knowhttps://www.pkclegal.com/blog/llc-and-corporation-annual-meetings-explained-what-business-owners-need-to-knowMon, 15 Apr 2024 00:00:00 GMTRobbie CrosierExplore the critical aspects of annual meetings for LLCs and corporations, including legal requirements, practical business reasons, and compliance tips to safeguard your business's legal structure.https://www.pkclegal.com/blog/selling-your-family-business-to-a-third-partyhttps://www.pkclegal.com/blog/selling-your-family-business-to-a-third-partyMon, 15 Apr 2024 00:00:00 GMTRobbie CrosierDiscover essential strategies for selling your family business to an outsider, including the importance of pre-diligence, accurate business valuation, and securing experienced legal guidance to ensure a smooth transition.https://www.pkclegal.com/blog/what-is-due-diligence-when-buying-a-businesshttps://www.pkclegal.com/blog/what-is-due-diligence-when-buying-a-businessMon, 15 Apr 2024 00:00:00 GMTRobbie CrosierUncover the essentials of due diligence when buying a business to navigate potential risks and make informed decisions during mergers and acquisitions.https://www.pkclegal.com/blog/a-guide-to-buying-a-main-street-business-in-dallas-fort-worthhttps://www.pkclegal.com/blog/a-guide-to-buying-a-main-street-business-in-dallas-fort-worthTue, 02 Apr 2024 00:00:00 GMTRobbie CrosierExplore a step-by-step guide on acquiring a Main Street business in the Dallas-Fort Worth area, from initial search to final acquisition.https://www.pkclegal.com/blog/exploring-the-benefits-of-seller-financing-in-main-street-business-acquisitionshttps://www.pkclegal.com/blog/exploring-the-benefits-of-seller-financing-in-main-street-business-acquisitionsTue, 02 Apr 2024 00:00:00 GMTRobbie CrosierDiscover how seller financing in the purchase of a main street business offers financial advantages to the buyer and ensures the seller remains invested in the business's ongoing success.https://www.pkclegal.com/blog/how-to-form-a-texas-pllc-professional-limited-liability-companyhttps://www.pkclegal.com/blog/how-to-form-a-texas-pllc-professional-limited-liability-companyTue, 02 Apr 2024 00:00:00 GMTRobbie CrosierIn this article, learn how and why to form a Texas PLLC to represent your professional practice.https://www.pkclegal.com/blog/the-strategic-value-of-holding-companies-for-business-owners-myths-and-real-use-caseshttps://www.pkclegal.com/blog/the-strategic-value-of-holding-companies-for-business-owners-myths-and-real-use-casesTue, 19 Mar 2024 00:00:00 GMTRobbie CrosierThis post distinguishes legitimate use cases for holding companies from common misconceptions. Explore how these structures can offer anonymity, asset protection, and simplify investments, highlighting when they are most beneficial for business owners.https://www.pkclegal.com/blog/the-trademark-search-a-critical-step-that-can-save-your-startuphttps://www.pkclegal.com/blog/the-trademark-search-a-critical-step-that-can-save-your-startupThu, 14 Mar 2024 00:00:00 GMTRobbie CrosierTaking the time to slow down and run a trademark search before launching your startup could save you a lot in the long run. This quick article explains how.