HOUSTON CORPORATE & BUSINESS TRANSACTION LAWYERS
Assisting Houstonians One Successful Business Transaction at a Time!
A prudent business person must consider various issues when starting a business, purchasing or selling a business, merging or acquiring another entity, or entering a contract that may potentially affect the life of the business. The experienced Houston Business Attorneys and the West Houston Business Attorneys at the Law Offices of Steven Tuan Pham are equipped to analyze your particular situation, counsel you on the issues of concern, and develop an action plan that will accomplish your goals and objectives. Our Houston Business Attorneys have assisted clients in drafting purchase/sale agreements, real estate contracts, and promissory notes and security instruments in the millions of dollars. Our Southwest Houston Business Attorneys have assisted clients in drafting and reviewing complicated commercial contracts for both landlords and tenants. Finally, our Southwest Houston Business Attorneys have drafted and reviewed real estate contracts for both commercial and residential properties, with improvements, valued in millions of dollars.
Please contact the Houston Business Attorneys and the Southwest Houston Business Lawyers for a personal consultation. Our Houston Business Lawyers can be reached at 713-517-6645 or via our online contact form.
HOUSTON BUSINESS FORMATION ATTORNEYS
A prudent entrepreneur must consider many issues when starting a business. Of premier importance is the type of business entity (corporation, partnership, DBA, etc.) that will best suit your type of business. The experienced Houston business lawyers at the Law Offices of Steven Tuan Pham are equipped to analyze your particular situation and counsel you on the most effective type of business entity for you. Of prime concern is the issue of reducing potential personal liability for the acts of your employees and day-to-day business operations. If you operate your business under the improper entity, you may be exposing yourself to unnecessary risk.
There are several factors to consider when deciding on the right type of business entity to form. For example, the size of your business, the nature of your business, the type(s) of risk inherent in your business and your business’s profitability are areas that need consideration. Our experienced Houston business attorneys are able to counsel you regarding the relevant legal issues as they relate to your business so you can choose the type of business organization best suited for your situation. There are three main categories of business entities to consider when starting or reorganizing you business. They are corporate entities, unincorporated entities and limited liability companies.
Corporate entities include corporations while unincorporated entities include partnerships and sole proprietorships. A third unincorporated entity, which blends certain aspects of both corporations and partnerships, is the limited liability company or LLC. After a detail consultation, our Houston business attorneys will assist you to determine the best suitable business entity for your organization.
HOUSTON CONTRACT REVIEW & DRAFTING LAWYERS
As a business owner, you
likely come into contact with contracts daily in some form since business
relationships oftentimes require an agreement that is reduced to writing, even
though a contract can be formed outside of a written instrument. Understanding
the rights and obligations of the parties to a contract is essential in
assessing risk and understanding what is necessary to perform under the
agreement in order to be profitable. Without a working understanding of the
essentials of a contract, a business owner is at a distinct disadvantage when
negotiating the terms of the agreement. The Houston contracts attorneys and the Houston contact lawyers at the Law Offices of Steven Tuan Pham can assist you in interpreting, drafting and analyzing
contracts, including employment contracts, leases, partnership agreements,
operating agreements, purchase/sale agreements and issues regarding mergers and
One of the prime goals of drafting a solid contract is to avoid or minimize future disputes while negotiating the best possible deal under the circumstances. Business owners, even seasoned ones, who understand the intricacies of strategic contract drafting and negotiations, are more likely to avoid disputes, which detract from the primary purpose of the business – to make money. If you have a new business or have been in business for years, it is good to review commonly relied upon documents to make sure they are consistent with the law. Also, if you need to have a business contract drafted or an employment agreement structured, consult the Houston business attorneys and the southwest Houston Business Lawyers at the Law Offices of Steven Tuan Pham to discuss your legal options and potential risks.
PURCHASE – SELL AGREEMENTS
When a partner in a business venture decides to sell his share of the business, he enters into an agreement with the other partner(s) to do so. This transaction is governed by the terms and conditions contained in a partnership document called a buy/sell agreement. A buy/sell agreement will address how partnership shares are to be distributed when one or more partners seek to sell his interest in a partnership and at what price. Buy/sell agreements provide a framework through which business interests are bought, sold or transferred between partners or shareholders. These types of business agreements are necessary to avoid uncertainty and mistrust between business partners and can be drafted in any manner that is relevant to the business. Buy/sell agreements need to be drafted fairly to all involved with a share price that either reflects a method to determine the share price or a stipulated share price amount. The Houston business attorneys and the Houston business lawyers at our law firm have over 40 yeas of combined business experience and over 10 years in drafting business contracts. Please contact our Houston business attorneys for assistance.
Some common elements of buy/sell agreements include; to whom the shares can be sold, buyback provisions, share valuation methodology, terms of sale (if the purchase is to be financed), owner bankruptcy provisions, automatic share sale offers and notice provisions. As you can see, buy/sell agreements can be very complex. If you are contemplating starting a partnership, modifying an existing partnership, or making provisions for buying and selling shares of an existing business, a consultation with a Houston Business Attorney or a Houston business lawyer at Law Offices of Steven Tuan Pham to discuss your particular business partnership needs can save you time, toil and effort in the end. Just because you and your partner are in good standing now does not mean that your relationship will remain that way. Just remember, over time memories fade and the specifics of an unwritten agreement can be lost. It is always a good idea to reduce an agreement, even among friends, to writing – not because you mistrust each other, but so that the terms and conditions initially agreed upon are preserved for future reference. Because buy/sell agreements can be extremely complex, a prudent business person should consult a Houston business attorney and a Houston business lawyer to discuss the intricacies of such an agreement and/or to review a buy/sell agreement that has been presented for signature. To set an appointment, contact our Houston business attorneys and Houston business lawyers at the Law Offices of Steven Tuan Pham at 713-517-6645.
COMPANY OPERATING AGREEMENTS & CORPORATE BY LAWS
Company operating agreements are put in place to govern the way a company functions. Conversely, Corporate By Laws serve as a Board of Directors' Resolution with respect to how a corporation functions and how it conducts its day to day business operations. Central to the operation of a limited liability company (LLC) is the company’s operating agreement (Texas Business Organization Code §101.52). These types of business agreements control the relationships among the members of the LLC, the relationships between the members and managers of the LLC, the relationships between the company managers and officers and the company’s internal dealings. The same can be said with respect to Corporate By Laws regarding a corporation (Inc. or Corp). Other important operating agreement provisions include the manner in which how members’ shares are purchased and sold and the method of withdrawal or expulsion of a member. If an LLC has no operating agreement, or a corporation does not have By Laws, Texas statutory law controls the business’ activities, which may be drastically different from what the members of the LLC or the shareholders of a corporation intended. Please contact the Houston Business Drafting Lawyers and the West Houston Operating Agreement Lawyers at the Law Offices of Steven Tuan Pham for assistance in drafting or amending company's Opperating Agreements, corporate by By Laws, Board of Director's Resolutions, Company and Corporate's Minutes of Meetings, Certificate of Formation, or the Certificate of Amdendment with the Texas Secretary of State.
Central to an operating agreement is the manner in which profits and losses are divided between the members and shielding members from liability. In the event that a LLC has only one member, the operating agreement is more like an announcement than an agreement.
Generally, a member of an LLC is not personally liable for the debts of the LLC unless s/he agrees to be liable by personally guaranteeing the repayment of any note or other financial obligation. The LLC structure shields the members from liability due to the negligence of the company or its employees or other members.
If you have a business or are considering the formation of an LLC, you will need an operating agreement, especially if you have multiple members. Consult The Houston Business Formation Attorneys or the Houston Business Transactions Lawyers at the Law Offices of Steven Tuan Pham at 713-517-6645 to determine what you need in your operating agreement.
HOUSTON MERGERS AND ACQUISITIONS ATTORNEYS
Mergers and Acquisitions or “M&A” deal with the acquiring or merging of different companies and/or assets and involve issues of management and financing of the process. Mergers and Acquisitions can occur in friendly or hostile environments. In a friendly environment, the companies combine with each other to perform due diligence to make sure that the companies know exactly what is being bought, sold or merged. In instances of unfriendly or hostile acquisitions, a company can take over another company by acquiring the majority of the public shares of the target company. The right to hostile takeover is limited in some states. In fact, hostile takeovers can be bad for the public welfare; and, therefore, can be subject to oversight and approval by the Federal Trade Commission or the Department of Justice.
Generally speaking, there are two types of acquisitions. A company can acquire the shares of the target company thereby controlling the target. By owning the majority of the shares, the acquiring company takes control of the target’s assets as well as liabilities, past and future. Another manner of acquisition is by the purchase of the target’s assets, which generates dividends for the shareholders. However, by purchasing all of the assets of a company, all that remains of the target is its shell. There are advantages and disadvantages of this type of acquisition. For example, if a buyer purchases only a certain portion of the target’s assets, the buyer can limit its exposure to liability that has yet to develop, like future litigation. A disadvantage could be the tax imposition on transfers for these types of transactions that occur outside of the US.
If your company is being merged or acquired by another company, or you desire to merge or to acquire a target company, consult a Houston business lawyer at the Law Offices of Steven Tuan Phamat 713-517-6645 to know the benefits and risks of the transaction.
HOUSTON LANDLORD – TENANTS ATTORNEYS: LEASE AGREEMENTS
Lease Agreements are a common part of doing business and can be negotiated just as any other contract. A commercial lease will bind the company and the principal to the terms and conditions of the lease. Most of the time, the leasor (landlord) will want the lessee (tenant) to provide a personal guarantee. That is, the member or shareholder who signs the lease will be personally liable in the event of breach.
If you or your company is a party to a commercial lease, you know that the lease document can go on for tens of pages. Some of the provisions just do not seem to make any sense. However, you can rest assured that it was with much care and thought that the lease was drafted and it was most likely drafted by a business law attorney. In a fair lease agreement, the landlord and tenant are both protected, but not necessarily to the same degree. To determine how you and/or your company can be held liable under your commercial lease, consult a Houston commercial lease attorney at the Law Offices of Steven Tuan Pham for a full understanding. By consulting with an attorney familiar with commercial leases in the Houston area, you could potentially save thousands of dollars along with escaping the risks of litigation.
If a commercial lease is “uncertain, doubtful, or it is reasonably susceptible to more than on meaning,” it can be considered “ambiguous” by the court. See Skelly Oil Co. v. Archer, 163 Tex. 336, 356 S.W.2d 774, 778 (1962). Accordingly, a well-drafted lease must have clear and unambiguous language to be enforceable as written. In addition to the requirement of unambiguous, an enforceable commercial lease agreement must show the parties’ mutual assent to the terms and conditions of the agreement. When the lease document contains language that is vague or susceptible to more than one reasonable interpretation, mutual assent or “meeting of the minds” is not apparent and the offending portion may be stricken or the court may allow testimony regarding the parties’ intent.
In addition, to be enforceable, a commercial lease agreement cannot “be so one-sided as to be unconscionable to the other party.” See Pony Express Courier Corp. v. Morris, 921 S.W.2d 817, 821 (Tex.App., San Antonio, 1997). Commercial lease agreements that have language shifting an overabundant amount of risk to one party can be considered oppressive and unenforceable.
There are many complexities in common day commercial lease agreements that need to be explained in order for the parties to understand fully their rights and responsibilities. To disregard a section of a lease simply because it seems not to make sense sets one up for potential litigation and incalculable risk. A consultation with a Houston Commercial Lease attorney at the Law Offices of Steven Tuan Pham can help you understand your legal risk regarding a commercial lease, whether you are a tenant or landlord.
Each business transaction and formation is unique depending on the facts and the circumstances. Whether you need an Operating Agreement or corporate By Laws, or if an LLC or an Incorporation is appropriate for your business, depends your line of business and whether such entities or documents best suit your needs. You should NOT rely on the information on this web site to replace a personal consultation with an experienced Houston Business Lawyers and the West Houston Business Attorneys at the Law Offices of Steven Tuan Pham. There may be legal issues of which you may not be aware until after a consultation with a qualified attorney. Please feel free to call the Houston Business Lawyers and the Southwest Houston Business Attorneys at the Law Offices of Steven Tuan Pham today at 713-517-6645 or complete our Interactive Online Contact Form. Interactive Online Contact Form. .