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Promise Legal Staff

Alex is a tech nerd trapped in an attorney’s body. Get in touch at txhq.org/blogcard

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The Retention Agreement Playbook: How Acquirers Use Stay Bonuses, Vesting, and Clawbacks in Startup M&A

Retention agreements in startup M&A lock founders into post-closing employment through stay bonuses, clawbacks, and vesting. Here's how to negotiate the terms that determine whether you actually collect your full deal value—or watch it erode.

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AI Patent Strategy for Startups: Can You Patent Your AI?

Can you patent your AI? A founder's practical guide to § 101 eligibility after Alice, the 2024 USPTO AI guidance, AI inventorship rules, the patent-vs-trade-secret decision, and claim drafting strategies that survive abstract idea rejections.

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State Kids' Online Safety Laws in 2026: What Consumer App Founders Must Do Beyond COPPA

Most founders assume COPPA is the only kids' privacy law that matters. But California's AADC, Texas's SCOPE Act, and Utah's social media laws now impose design-code obligations, age-assessment duties, and data-minimization requirements on any platform likely to be accessed by minors—not just EdTech.

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The 363 Sale Playbook: How Distressed Startups Sell Through Bankruptcy — and Why It Differs From Every M&A Guide You've Read

Section 363 bankruptcy sales let distressed startups sell assets free and clear of liens through a court-supervised auction with stalking-horse bids, credit bidding, and no RWI or indemnification — a fundamentally different transaction from traditional M&A.

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The Merger-of-Equals Playbook: Governance, Exchange Ratios, and Break Fees When Neither Side Is the Buyer

When two similarly sized companies merge as equal partners, traditional M&A playbooks fail. Here's how founders structure MOE board governance, exchange ratios, mutual break-up fees, Section 368 tax-free reorganizations, and HSR antitrust review.

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The Fiduciary Duty Trap: How Delaware's Match Group Decision Changed M&A for Startup Boards

Delaware's Match Group decision made entire fairness the default for conflicted controller transactions. Here's how Revlon duties, MFW cleansing, and the 2025 DGCL amendments shape what startup boards must do in a sale — and the personal liability traps for directors who get it wrong.

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The Management Buyout Playbook: Fiduciary Conflicts, LBO Financing, and Fairness When Management Becomes the Buyer

When management becomes the buyer, fiduciary conflicts, LBO financing structures, equity rollover mechanics, and entire fairness requirements under Delaware law create a unique legal minefield for founders. Here's how to navigate it.

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Stock Purchase vs. Asset Purchase: The Deal Structure Decision Every Founder Must Get Right Before Selling

Stock purchase vs asset purchase: how deal structure changes what founders owe, keep, and risk when selling their startup. Liability transfer, contract assignment, tax treatment, and the 338(h)(10) hybrid explained.

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Earn-Out Agreements in Startup Acquisitions: What Texas Founders Need to Know Before Signing

Earn-out agreements bridge valuation gaps in startup acquisitions, but 41% pay zero and 28% are formally disputed. Learn the top 5 risks for selling founders—including buyer under-resourcing, accounting changes, and change-of-control traps—and the negotiation strategies that protect your payout.

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The Acqui-Hire Trap: Why Talent-First Deals Break Every M&A Playbook

Acqui-hires operate under fundamentally different legal mechanics than traditional M&A. From IP assignment gaps to Section 409A tax traps and sham transaction risk, here's what founders must know before signing a talent-first acquisition deal.

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FERPA and AI in EdTech: The Student Privacy Compliance Checklist Founders Must Run Before Selling to Schools

AI tutoring, adaptive learning, and automated grading tools process student education records under FERPA. The school official exception, use restrictions, and state privacy laws create the compliance checklist EdTech founders must run before selling to school districts.

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AI Ethics for Texas Law Firms: A Practical Compliance Playbook for Generative AI

Texas attorneys deploying AI must satisfy TDRPC Rules 1.01, 1.05, 1.04, and 5.03. This practical compliance playbook covers vendor vetting, engagement letter disclosures, supervision policies, and citation verification for solo and small-firm Texas law firms.

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FTC Endorsement Compliance for Streamers: 2026 Disclosure Rules for Brand Deals, Sponsored Streams, and Affiliate Links

The FTC's 2023 Endorsement Guides tightened disclosure rules for streamers. Here's how to disclose brand deals, gifted products, affiliate links, and sponsored streams on Twitch, YouTube, and TikTok—with contract clauses and enforcement examples.

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Open-Source License Compliance for Startups: The GPL, AGPL, MIT, and Apache 2.0 Audit Every Founder Must Run Before Shipping

GPL copyleft can force proprietary code into open-source distribution. AGPL Section 13 triggers source disclosure for SaaS. Here is the clause-by-clause license audit every startup must run before shipping or raising.

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TAKE IT DOWN Act Compliance for Startups: Platform Takedown Procedures, AI Deepfake Liability, and Safe Harbor in 2026

The TAKE IT DOWN Act (Pub.L. 119-12) imposes 48-hour takedown obligations on any platform hosting user-generated content. Here is the compliance checklist for startups — platform coverage, safe harbor, AI deepfake detection, and Texas SB 441 state penalties.

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Trademark Registration for Game Studios: Protecting Titles, Studio Names, and In-Game Characters

A practical guide to trademark registration for game studios: choosing Nice classes (9, 41, 28), avoiding descriptiveness refusals for game titles, protecting character names, and handling common USPTO office actions.

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Practice Transitions

Selling an AI-Powered Law Practice in Texas: Ethics, Valuation, and Deal Terms for the 2026 Succession Wave

Selling a law practice in Texas that uses AI? TRAIGA compliance, vendor contracts, client data in AI platforms, and Rule 1.05 confidentiality create unique 2026 deal terms for practice transitions and succession.

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AI-Generated Game Assets: The Three-Layer Risk Map Every Indie Studio Needs in 2026

AI-generated game assets face copyright registration denials, Steam disclosure rules, publisher rep & warranty exposure, and E&O insurance gaps. Here is the three-layer risk map every indie studio needs.

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In-House Counsel

AI Liability Insurance Gaps: What In-House Counsel Must Audit Before 2026 Policy Renewals

AI-specific risks—algorithmic bias, AI-washing securities suits, copyright training-data claims, and autonomous-agent torts—are outpacing traditional D&O, E&O, and CGL policy language. Here's a four-step audit checklist for in-house counsel before 2026 renewals.

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Beyond Non-Competes: How Texas Startups Can Protect IP and Talent

The FTC's noncompete ban is dead but federal enforcement is intensifying. Texas startups can protect IP and talent with NDAs, IP assignment, nonsolicitation, garden leave, and stay bonuses—no noncompete required.

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Sync Licensing for Indie Musicians: Contract Terms, Rights Clearance, and PRO Registration

Every recorded song has two copyrights. Every sync placement needs two licenses. And most indie musicians sign deals without registering with a PRO — leaving backend royalties on the table. Here's the contract guide you need before signing.

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Hardware Founders

Export Controls for Hardware Startups: The EAR/ITAR Compliance Guide Every Deeptech Founder Needs Before Shipping Internationally

Hardware startups shipping internationally face EAR/ITAR export control obligations they may not know exist. Learn ECCN classification, deemed export rules for foreign-national engineers, BIS license exceptions, and real enforcement penalties before you ship.

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DTC Subscription Billing Compliance: The FTC Negative Option Rule and State Auto-Renewal Laws Every Brand Must Follow in 2026

FTC enforcement actions, state auto-renewal laws, and dark pattern class actions make DTC subscription billing compliance a multi-jurisdictional minefield. Here's what every brand must implement in 2026.

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AI Voice Cloning and Music Copyright: A Dual-Risk Guide for Indie Musicians in 2026

Indie musicians face dual AI risks: voice cloning under state right-of-publicity laws (ELVIS Act, NY, IL) and losing rights when using AI tools like Suno and Udio. Here's how to protect your voice, recordings, and brand in 2026.

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SAG-AFTRA AI Rules for Indie Film: The Three-Layer Risk Map Every Filmmaker Must Navigate in 2026

The 2024 SAG-AFTRA CBA's AI provisions bind more than union shoots. Indie filmmakers using AI for VFX, voice synthesis, or digital extras face a three-layer risk map: guild consent rules, Copyright Office human-authorship limits, and distributor AI reps and warranties.