The Woodlands Corporation, Partnership And LLC Attorneys
Woodall Batchelor are corporation, partnership and LLC attorneys located in The Woodlands, Texas. We work with founders, owners and managers on the creation, organization and operation of business entities from their inception to the next generation. Focused on serving corporations, LLCs, and partnerships in The Woodlands, Houston, Montgomery County, Harris County, and other nearby communities, our team has over 40 years of combined knowledge and experience. The best form for doing business is an issue at the start, as well as throughout the life, of a business enterprise. Thus, at the outset, we help make sense of the business form options, whether unincorporated business, sole proprietorship, “S,” “C” or “professional” corporation, partnership, limited partnership, limited liability partnership or LLP or limited liability company or LLCs. Similarly, we help evaluate related subsidiary and domicile considerations. Then, periodically we assist clients in restructuring their organizations to reflect growth and change in their development. Call our corporate, partnership and LLC attorneys for all your business entity formation needs.
Corporation, Partnership And LLC Attorneys | The Woodlands
After the initial or new business form is selected, we help establish new entities through the preparation of appropriate documentation and filing of appropriate registrations. Because the formation of an entity is intended in part to shield owners, directors, officers and managers from personal liability for business activities, we assist entities in following the legal requirements to properly maintain their status, such as the filing of annual reports and preparation of corporate minutes. Our corporation, partnership and LLC attorneys at Woodall Batchelor understand that any business needs funds and other assets from time to time as it undertakes new projects and its sales or profitability fluctuates. Likewise, a profitable business may distribute earnings to its owners periodically. Accordingly, we assist in the legal steps of raising capital, borrowing money and issuing dividends. For example, we assist in the negotiation of stock purchase and loan agreements. For any business entity that has more than one owner, an important issue is managing relationships between key shareholders, members or partners, including for issues such as the sale of equity interests to third parties, election of directors and making of major strategic decisions.
We work with businesses to put into place appropriate governance and control mechanisms, such as in a shareholder agreement, articles of incorporation and by-laws. For closely or privately held businesses, the fate of the enterprise when founders, key managers and owners approach retirement or new directions is of great importance. We also work with owners and managers to develop succession and transition plans, taking into account liquidity, continuity, tax and generational concerns.
Corporations, LLCs and Partnerships
Sooner or later, most businesses are involved in mergers and acquisitions (“M&A”) or divestitures. Either market changes or succession concerns eventually drive the buying or selling of divisions, subsidiaries or whole businesses. At Woodall Batchelor PLLC, we advise clients in all aspects of M&A. An M&A deal rarely happens overnight. We strive to understand our client’s long-term vision and plans, and then we help refine the strategy to realize such goals. We work toward determining the right deal structure, taking into account tax, regulatory, personnel and other legal considerations.
Once the strategy and structure are in place, we represent clients in negotiating and drafting all key contracts, from the initial NDA or non-disclosure agreement to the term sheet to the LOI or letter of intent to the definitive merger, stock purchase or asset purchase agreement.
We assist sellers in anticipating and preparing for the burdens of due diligence, which can be quite an adjustment for long-time private companies. Similarly, we also assist buyers in developing and implementing an appropriate due diligence program. When a potential concern is uncovered during due diligence, we strive to assess the significance and formulate a response quickly, keeping our client’s objectives in mind. At all times, our goal is for there to be few or no surprises after the closing.
Corporations, LLCs and Partnership Law in The Woodlands, Texas
An important M&A concern is allocating responsibility for employment, environmental, product liability and other claims based upon events that occurred prior to the closing of a deal. Also, there usually are extensive work to set the seller’s responsibility for the condition of the business and assets being conveyed. Managing these post-closing risks are particularly vital when the sellers are retiring and desire to avoid years of potential or contingent liabilities. We work with clients to negotiate appropriate representations, warranties and indemnifications for allocating such responsibilities. In addition, we strive to resolve or eliminate potential risks before closing and, where feasible, procure suitable insurance policies to reduce uncertainties further. Our team of LLC attorneys at Woodall Batchelor PLLC is experienced in handling corporate, LLCs, partnership and general finance matters in The Woodlands and throughout the state of Texas. When necessary, we can even arrange for appropriate accountants, appraisers, brokers, consultants, inspectors, investment bankers and valuation experts to assist with your project.
We can guarantee that every transaction is a priority at Woodall Batchelor, and every transaction is handled with great detail, responsibility, and efficiency. All aspects of corporations, LLCs and partnership transactions are carefully reviewed and illustrated to the client, who is then guided through the process with as much–or as little–detail as requested, depending on the client’s own preference.
Our LLC attorneys have experience helping clients form, transfer, sell and dissolve businesses and corporate entities. We also prepare shareholder buy-sell agreements to assist owners of closely held businesses plan for the future of their companies. Business clients also rely on us to advise them on a wide array of contractual matters from commercial leases, employment agreements, non-disclosure agreements, and sales contracts. We help buyers and sellers of businesses from the initial negotiations to the final closing. This includes drafting asset purchase and stock purchase agreements, assisting with due diligence investigations into the health and strength of the target business, and drafting non-compete clauses and contracts.
You can trust our LLC attorneys to help your new or existing business with transactional, regulatory compliance and litigation matters. We also understand the importance of strategic tax and risk management planning and will work collaboratively with your accountants and insurance agents from corporate formation onward.