Business Formation & Corporate Governance

Entity formation and corporate governance for technology companies — LLC vs. C-corp choices, founder agreements, cap tables, board structure, and governance rigor that scales with growth.

Founders

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.

Founders

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.

Founders

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.

Founders

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.

Founders

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.

Founders

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.

Founders

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.

Founders

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.

Hardware Founders

Hardware Startup Manufacturing Agreements: The IP, Tooling, and Quality Clauses Every Founder Must Negotiate Before Production

Outsourcing production to a contract manufacturer means handing over your CAD files, BOMs, and tooling to a third party. Here are the IP, tooling, quality, and supply chain clauses every hardware founder must negotiate before signing.

Founders

Founder Vesting and Stock Option Plans: The Equity Compensation Guide Every Texas Startup Needs Before Hiring

The complete equity compensation guide for Texas startups: founder vesting agreements, stock option plans, 409A valuations, 83(b) elections, ISO vs NSO tax treatment, and TBOC board approval mechanics — everything you need before issuing your first options.

Practice Transitions

Selling a Law Practice in Texas: A Succession Planning Guide for Solo and Small-Firm Attorneys

A practical succession planning guide for Texas solo and small-firm attorneys selling a law practice under TDRPC ethics rules.

Founders

SaaS Terms of Service in 2026: The Clauses Every B2B Startup Must Get Right Before Enterprise Customers Sign

SaaS terms of service legal requirements have evolved for 2026: DPA clauses, limitation of liability, IP ownership, AI-specific terms, auto-renewal compliance, and how to prepare for enterprise customer legal review.

Practice Transitions

Selling Your Law Practice in Texas: Valuation, Client Transition, and Ethical Compliance

A practical guide for retiring Texas attorneys: valuation methods, TDRPC Rule 1.04 fee-sharing compliance, client notification under Rule 1.15, IOLTA trust account wind-down, and successor counsel arrangements.

Founders

Co-Founder Agreements and Vesting Schedules: A Startup Founder's Guide

Co-founder equity splits, reverse vesting, 1-year cliffs, single vs. double-trigger acceleration, good leaver vs. bad leaver provisions, and Texas C-corp formation — everything founders need before launching.

Founders

The Founder Visa Gap: O-1 Visas for Startup Founders and Why Investors Need Your Immigration Sorted

The O-1 extraordinary ability visa is the go-to for international startup founders with funding, press, or notable achievements. Learn how to qualify, compare O-1 vs H-1B vs E-2, and why investors need your immigration sorted before the term sheet.

Practice Transitions

Selling Your Texas Law Practice: A Succession Planning Guide for Solo and Small-Firm Lawyers

Selling a Texas law practice requires understanding valuation methods, TDPC Rules 1.02 and 5.04 compliance, client transition protocols, and how AI adoption affects firm saleability in 2026.

Founders

Independent Contractor Classification in Texas: How the 2024 DOL Rule Changes 1099 Hiring for Startups

The DOL's 2024 final rule replaced the 2020 IC rule with a six-factor economic reality test. Here's how Texas startups can protect IP, avoid FLSA misclassification liability, and draft contractor agreements that hold up under audit.

Founders

SAFE vs. Convertible Note in 2026: A Term-by-Term Guide for Texas Founders

SAFE vs. convertible note: a term-by-term breakdown of valuation caps, discount rates, MFN, maturity dates, and interest rates — with dilution math and a 2026 framework for Texas founders.

Founders

Startup Stock Option Plans: A Founder's Guide to 409A, ISOs, and Vesting

Texas founders issuing stock options without 409A valuations risk a 20% IRS penalty tax on employees. Here is how to set up a compliant plan: 409A safe harbors, ISO vs. NSO tax treatment, $100K limit, vesting, acceleration, and board approval under Texas law.

Practice Transitions

Solo Attorney Succession Planning: Protecting Clients, Files, and Revenue When You Can't Practice Tomorrow

Solo attorneys without a succession plan risk ethical violations under Model Rules 1.3, 1.4, 1.6, and 1.16 when disability, death, or incapacity strikes. Here is how to protect clients, files, and trust accounts.

Founders

Non-Compete Agreement Enforceability in Texas: A Founder's Guide After the FTC Ban Failed

The FTC abandoned its non-compete ban in September 2025. Non-compete agreement enforceability in Texas is now governed entirely by state law. Here's what founders can actually enforce—and how to draft agreements that survive judicial review.

Practice Transitions

Selling Your Law Practice: Model Rule 1.17 Ethics Requirements Explained

Selling a law practice under ABA Model Rule 1.17 requires written client notice, licensed purchaser, no fee increases, and liability insurance. Texas rules differ — here's what solo and small-firm attorneys need to know.

Web3

SAFTs vs. SAFEs for Web3 Startups: How Pre-Token Funding Actually Works

Founders get told to "use a SAFT" as if it were the crypto version of a SAFE. It isn't. A SAFE converts into equity; a SAFT converts into tokens whose securities status the SEC litigated against in Telegram and Kik. Here's how pre-token funding actually works in 2026.

Founders

Founder IP Assignment: Why You Can't Raise Without It and How to Get It Done

Investors find missing IP assignments at Series A more often than any other diligence issue. Here's what needs to be in place — and what your options are if formation was sloppy.

Founders

Starting a Business in Texas: Entity Types, Franchise Tax, and Structural Decisions

Texas-based founders who aren't on a VC fundraising path can save time and money by forming here. This guide covers entity types, the franchise tax's $2.65M threshold, operating agreement requirements, and annual compliance obligations.