Legal analysis, novel ideas, current happenings, and answers from the minds of Amini & Conant.
12+ minute readIn many business acquisitions, the letter of intent, often called an LOI, memorandum of understanding, or term sheet, is treated as a preliminary document that sits somewhere between discussion and definitive contract.
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10 minute readA redemption agreement does more than set a buyout price—it defines economic cutoffs, allocates payment risk, calibrates releases, and determines whether a partner exit delivers closure or merely postpones conflict.
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12+ minute readBuying raw residential land in a Texas development requires careful review of title insurance coverage, mineral rights, HOA governance structures, and closing procedures that can materially affect ownership and future use of the property. This guide explains how buyers can evaluate these issues and structure their due diligence to identify and manage title, development, and governance risks before closing.
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10 minute readBuying raw residential land in a Texas development requires understanding the regulatory and infrastructure framework that determines whether a home can actually be built. This guide explains how subdivision structure, utilities, septic feasibility, groundwater regulation, floodplain risk, and agriculture/wildlife valuation mechanics affect cost, timing, and buildability before closing.
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7 minute readBuying raw residential land in a Texas development carries risks that many buyers underestimate. This guide explains how the TREC Unimproved Property Contract functions as the buyer’s leverage framework, helping purchasers use option periods, title objections, and HOA review rights to evaluate development, governance, and infrastructure risks before closing.
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12+ minute readFor commercial ground leases in Texas and California, learn about conducting due diligence and identifying red flags, drafting essentials, and state-specific pitfalls, all to help landlords and tenants structure long-term leases with confidence
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12+ minute readFor commercial ground leases in Texas and California, discover how to negotiate and structure a successful commercial ground lease in Texas or California with our attorney-authored guide that covers key term-sheet strategies, red flags, and insider tips to protect landlords and tenants alike.
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4 minute readIn the first post of our Selling Your Business in Texas legal series, we explore how to identify the right buyer, strategic vs. financial, and what drives your business’s true value. Whether you’re seeking top dollar, a smooth transition, or a buyer who shares your vision, this guide from Amini & Conant offers the legal insights you need to start your sale on solid ground.
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2 minute readSelling a business is one of the most pivotal milestones an entrepreneur or founder will face. Whether you're planning to retire, reinvest, or move on to your next venture, the legal and financial complexities of a business sale can either empower your future or derail your outcomes.
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4 minute readIn today’s competitive market, your company’s logo is far more than just artwork—it’s the visual embodiment of your brand’s identity and reputation. Under U.S. trademark law, a logo is defined as any symbol, word, or device used to identify and distinguish your goods or services in commerce.
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8 minute readIn today’s global marketplace, trademarks are the lifeblood of a brand’s identity. A company can invest millions in developing goodwill, only to find a competitor using a confusingly similar name or an overseas seller flooding the market with counterfeit goods.
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3 minute readWith the issuance of Executive Order 14219, titled "Ensuring Lawful Governance and Implementing the President’s Department of Government Efficiency Deregulatory Initiative", the regulatory environment has entered a period of rapid and high-stakes change.
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5 minute readIn today's dynamic business landscape, the concept of corporate governance holds immense significance. It serves as the compass guiding an organization's operations, ensuring ethical conduct, and fostering a culture of accountability and transparency.
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5 minute readThe launch of the Texas Business Court in September 2024 signals a pivotal shift in corporate litigation. As the trend of “Dexit” gains momentum—where companies reconsider Delaware as their preferred state of incorporation—Texas is making a bold play to position itself as a serious contender.
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4 minute readIn Texas real estate transactions, “as-is” clauses are a common source of dispute. These clauses, often invoked by sellers, shift responsibility for assessing the property’s condition to the buyer.
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10 minute readExecutive compensation agreements are critical for attracting and retaining top talent in any organization. These agreements outline the financial and non-financial rewards and benefits offered to a company's senior leadership in return for their work and impact.
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5 minute readFounders of new companies often give little thought to long-term entity structure beyond choosing a convenient form and state of incorporation. Early on, practical needs (like registering in the home state and starting operations) tend to outweigh nuanced legal and tax considerations.
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2 minute readOn September 1, 2024, the newly established Texas Business Court officially began accepting cases. This specialized court is designed to handle complex commercial litigation, providing a venue where judges with expertise in intricate commercial issues oversee dedicated dockets.
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3 minute readA recent decision by the United States District Court for the Eastern District of Texas has temporarily halted enforcement of the Corporate Transparency Act (CTA), a federal law requiring businesses to report Beneficial Ownership Information (BOI). Judge Mazzant’s ruling highlighted the significant compliance costs, constitutional concerns, and potential privacy risks posed by the CTA, offering small businesses a reprieve from its requirements—for now.
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3 minute readNavigating the complexities of sales tax in Texas can be daunting for business owners. While the general rule is straightforward—collect sales tax on most goods and certain services—there are nuances that require careful consideration.
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4 minute readWhen it comes to Texas estate planning and asset protection, the strategic use of trusts and business entities is essential. Many individuals request trusts for asset protection without fully understanding the options available.
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3 minute readThe Tax Relief for American Families and Workers Act of 2024, which could impact the R&D Tax Credit, is stalled in the Senate after passing the House. It needs 60 votes to proceed, but lacks sufficient support.
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5 minute readWhile many Supreme Court cases have indirect effects on the business world, some decisions specifically address business-related issues head-on. Over the past two terms, several key rulings have emerged that carry significant consequences for businesses across various industries.
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3 minute readIn January 2025, the federal lifetime exemption will see its final inflation-based increase under the current framework. However, the elevated exemption introduced by the Tax Cuts and Jobs Act (TCJA) is slated to expire—or “sunset”—at the close of 2025
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3 minute readProbating an estate in Texas can be a complex process. Understanding when to probate an estate and how to navigate the process can ease the family's stress and allow for a smoother transition into healing.
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7 minute readStarting a business with a trusted partner is an exciting and promising venture. You’re excited for the future and blissfully ignorant to the myriad chaos that will ensue if the relationship sours with no rules in place about how to handle the break-up.
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12+ minute readOn May 17, Governor Jared Polis of Colorado signed into law the Colorado Artificial Intelligence Act (SB 205) ("CAIA"). This landmark legislation, passed on May 8, is set to take effect on February 1, 2026.
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5 minute readAs of January 1, 2024, the Corporate Transparency Act (CTA) is in effect, mandating many U.S. entities, along with foreign entities operating in the U.S., to report detailed information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau within the U.S. Treasury Department.
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3 minute readThe modern form of entering into contractual agreements online has taken a few different forms, the “clickwrap agreement,” the “browsewrap agreement,” and the “sign-in wrap agreement” and it has become an integral part of our online interactions.
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6 minute readIn a significant move with far-reaching implications for free speech and the tech industry, the United States House of Representatives recently passed a bill targeting TikTok, the widely popular short-form video platform owned by the Chinese company ByteDance.
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6 minute readWhen we think of the Department of Justice (DOJ), our minds usually conjure images of highly skilled criminal prosecutors, knee-deep in manila folders and documents that contain the evidence that will be used to put the nation’s most notorious mafiosi behind bars.
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6 minute readThe SEC’s new rules are expected to severely limit the SPAC’s role in the market, and help to reestablish the traditional Initial Public Offering (IPO) process as the primary means of taking a business public in the United States.
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5 minute readIn the intricate dance of law and technology, regulatory agencies often lag behind the pace of change that private sector tech giants constantly seem to be accelerating. Since the meteoric rise of companies like Facebook (now Meta), Apple, Amazon, Netflix, and Google, digital revenue streams have exploded in value and become some of the most important facilitators of economic growth for the global economy.
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7 minute readIn a landmark legal development for the cryptocurrency industry, Binance, the world's largest cryptocurrency exchange, along with its CEO, Changpeng Zhao, pleaded guilty to charges related to anti-money laundering (AML) violations.
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5 minute readIn the dynamic world of artificial intelligence, few organizations wield as much clout as OpenAI. Established with the ambitious mission to create an “artificial general intelligence (AGI) that benefits all of humanity,” OpenAI distinguished itself as a leader in the AI space.
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3 minute readAristotle advocated for the betterment of society as a whole rather than the advancement of the individual. He believed that our survival relies on others and encouraged us to collaborate ethically with a commitment to a goal higher than ourselves.
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3 minute readClichés such as collaboration is key, and two heads are better than one, are highly recognizable for a reason: they are generally found to be true. Standing the test of time, innovation and business growth often sit on the shoulders of collaboration.
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8 minute readIn the rapidly evolving landscape of artificial intelligence (AI), data serves as the lifeblood that fuels machine learning models. However, the use of copyrighted, trademarked, or otherwise protected material for training these models has opened a Pandora's box of legal complexities.
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4 minute readBusiness owners that suspect IP theft must act quickly to protect their IP rights and avoid long-term damage to their company. Read on to learn when and how to respond to (and resolve) IP or trademark infringement.
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7 minute readBusinesses are adopting and incorporating generative tools into their activities at a break-neck pace, but the legal community is still grappling with major questions about the reconciliation of AI and the preexisting legal frameworks that determine how a business can protect its creations from unauthorized reproduction.
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3 minute readWhile there are numerous ways to raise capital for a business endeavor, many companies may turn to non-accredited investors. Before receiving money from non-accredited investors, there are several legal and financial matters to consider.
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4 minute readEnacted by the Texas Legislature in September 2021, Texas House Bill 20 (HB20) is a law that prohibits large social media platforms from removing, moderating, or labeling posts from users in Texas based on specific viewpoints.
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3 minute readIn September 2022, the 5th United States Circuit Court of Appeals ruled in favor of a new Texas law that allows lawsuits against social media companies. This ruling is viewed as a victory for those who believe these platforms have unfairly censored certain viewpoints.
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3 minute readA business’s intellectual property (IP) rights can make up some of its most valuable assets. In today’s technology-heavy world, intellectual property rights are becoming increasingly critical.
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3 minute readOnce you have chosen a type of legal business entity, it is time to choose a formation state. Also called the state of organization, domestic state, or home state, your formation state is where you will file your business’s formation documents.
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3 minute readPurchasing an existing company can be an excellent investment that provides many benefits and can be more profitable than building a new business from the ground up. However, the process of finding and transferring business ownership is complex.
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3 minute readA sound trademark allows a person to protect their audible intellectual property. If you have created a song, audible tagline, soundbite, or another sound that you are using in the stream of commerce as a business owner, you should consider obtaining an official trademark to protect your intellectual property from infringement by others.
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4 minute readWhen starting a business venture with another individual or a group of people, forming a business partnership may seem like the obvious choice. While it may appear to be the best avenue to take, it is not the only option.
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4 minute readAs businesses increasingly sell goods, hire employees and operate the confines of a multiple state, they often find themselves asking: “I’m operating in the following states…do I need to register as a foreign entity in each state?” However, the answer is more complex than it lets on.
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4 minute readAnyone who is planning to scale or buy another business may want to franchise. This option focuses on expansion, growth, and opportunity. Like any important decision, there are pros and cons of franchising a business. Franchising may not be the best choice for every person, so it is vital to understand the risks and benefits before starting the process.
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3 minute readMezzanine financing blends equity and debt, with lenders providing subordination loans over traditional ones. When a business needs funding for a significant acquisition or project, creative financing options like mezzanine loans can help to fill that need. Understanding mezzanine financing can be difficult since it differs slightly from traditional loans.
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2 minute readTrademarks provide legal protection for brand names and logos, preventing other businesses from copying them or using similar marks. An individual or company with a logo, phrase, design, symbol, or word that identifies goods or services may apply for a trademark with the United States Patent and Trademark Office (USPTO). Although applying for a trademark has the end goal of protecting the intellectual property (IP) rights of the business, how does the trademark owner protect his or her IP rights when a trademark is pending?
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4 minute readDespite its name, a “final” office action from the United States Patent and Trademark Office (USPTO) does not mean your trademark application has been rejected. Instead, this communication represents the last opportunity you have to correct the application and file a response during the application process.
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3 minute readBusiness owners may file trademark applications and later wish to add additional classes as their businesses expand to more goods and services. Unfortunately, people cannot directly amend trademark applications to add additional classes, but they may be able to establish new filings with the United States Patent and Trademark Office.
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3 minute readAn evaluation of a company’s working capital is a critical piece of merger and acquisition (M&A) transactions. A detailed financial evaluation must be conducted to determine the financial and legal expectations of both parties involved in the transaction.
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3 minute readSome countries have “first to file” rules that recognize the trademark as belonging to whomever first files the trademark application, even if the real owner of the trademark is someone else. Register a trademark internationally to help protect intellectual property rights in other countries where you do business.
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4 minute readIf a business believes someone is using their unique trademark, they may send a trademark infringement letter. The infringing party may face several repercussions, including an injunction from a court that orders them to stop using the infringing mark, as well as having to hand over their profits to the owner of the mark.
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11 minute readWhat happens when Congress provides a statutory damage scheme that ranges from $750 to $150,000 (with the opportunity to multiply the award tens, perhaps hundreds, of times), and leaves it almost entirely to the discretion of judge and jury to determine the appropriate award?
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5 minute readYour client is a bass player that has just been ousted by his group. Historically, the group has made business decisions collectively and split profits equally. However, after a secret meeting of the other members of the band, the decision was made to terminate the bass player.
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3 minute readThe owners of startups, VCs and other businesses often make frequent use of term sheets, which are nonbinding agreements that provide an overview of the general terms and conditions for an agreed-upon investment.
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3 minute readRegistering a trademark is a necessity for protecting the brand of a business, as it offers protection against third-party infringement of the company’s branding.. Business owners who are planning to apply for a federal trademark should be aware of a few key requirements.
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6 minute readAs a small business in Texas, it's already difficult to make sure customers (and revenue) are walking in the door. But it can be even more difficult if you don't understand your tax obligations. We provide a thorough review of the taxes a small business must account for.
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6 minute readAre California's notoriously stringent non-compete laws easing up? The law is far from settled, but we take a look at encouraging developments and offer a roadmap for employers who want the best chance to enforce non-competes in the state.
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10 minute readIt may be tempting to classify employees as independent contractors, but making that designation is a decision fraught with potential consequences. We take a look at what differentiates an employee from an independent contractor.
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6 minute readAn overview of registration requirements for broker-dealers and finders under both Securities Exchange Act and the Texas Securities Act, paying particular attention to finders who match companies with investors or buyers.
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