Articles Posted in Corporations

AdobeStock_610212747-300x200In July 2022, CNBC ranked Texas within the top 5 states in the country for business based on 88 metrics in 10 different categories of competitiveness. Texas scored high in areas like workforce, technology and innovation, and the economy. While this is an exciting time to be doing business in Texas, employers must stay current on federal and the state labor and employment laws at the forefront of their mind to avoid costly penalties.

If you are looking for an employment lawyer, look no further than Structure Law Group, LLP. Our Texas attorneys can help you overcome your company’s workplace challenges and navigate a wide range of employment issues.

At-Will Employment

AdobeStock_600446247-300x200Contracts are the lifeblood of California’s economy. Every business, no matter its size, depends on the mutual performance of contractual obligations with individuals and other business entities. When there is a breach of contract, the Los Angeles business litigation attorneys at Structure Law Group can advise you of your rights and represent you in taking (or defending against) legal action to assert those rights.

How Much Time Do You Have to File a Breach of Contract Lawsuit in Los Angeles?

California law imposes a deadline–known as a statute of limitations–on most types of civil actions. For alleged breaches of written contracts, the statute of limitations is four years under Section 337 of the California Code of Civil Procedure. But for most oral contracts, the limitation period is just two years under Section 339. In certain cases, a breach of contract for the sale of goods may instead be by Section 2725 of the Commercial Code, which has a four-year statute of limitations regardless of whether the contract itself was written or oral.

AdobeStock_554619254-300x200Numerous businesses all over Texas are for sale every day, and people need to understand market dynamics and other concerns whenever they are considering buying or selling any business in the state. If you are currently trying to buy or sell a business in Texas, be sure that you have a Texas business attorney assisting you with all of the legal requirements that will be involved.

Buying an existing business can seem like a safer career path than beginning their own company, and people who are ready to move on can become willing to sell their businesses when they believe the time is right. It is important to begin by knowing whether you will be involved in an asset sale or an entity sale, with the former involving some or all of a business rather than an entire business itself and the latter being an entire business entity outright.

Buying a Business in Texas

AdobeStock_602180598-300x207While people often associate the individual terms in the phrase “mergers and acquisitions” (M&A) as essentially meaning the same thing, they are actually quite different. An acquisition describes one company taking over another company to establish itself as a new owner, while a merger refers to two companies of similar sizes joining forces to move forward as a single new entity.

M&As are extremely common in today’s business environment, but they are also incredibly complex, and many hopeful deals instead end up in litigation. You can avoid many of the struggles associated with M&As when you work with an experienced M&A attorney in LA.

Why M&A Transactions End Up in Litigation

AdobeStock_360567208-300x200Each year brings new changes to the laws governing the relationship between California businesses and their employees. And 2023 has certainly been an active year on that front. There are a number of new laws–and changes to existing laws–that all employers need to be aware of.  If you have specific questions about how these new laws will affect your business, the California employment lawyers at Structure Law Group are here to help.

Here is a brief rundown of some of the more critical new employment laws to keep in mind as your business continues to navigate 2023:

Higher Minimum Wage

AdobeStock_390212429-300x200Intellectual property theft costs businesses billions each year. If you believe that someone is misusing your patent, copyright, or trademark, you need to act quickly to protect your interests. The California intellectual property attorneys at Structure Law Group, LLP discuss how to respond to IP theft issues.

Types of intellectual property

Companies have legal protection over patented designs or processes, trademarks, and copyrights. Trade secrets are something else entirely. Theft of patents, trademarks, or copyrights can result in lawsuits against other companies or individuals.

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One of the legal services that corporate attorneys provide is advising startups with strategies to protect their long term interests. Each business entity has specific tax requirements and a San Jose business attorney can help you determine which is best for your venture. In this article, we’ll discuss specific business entities and how they’re taxed.

  • Sole proprietorship

A sole proprietorship is not a business entity. It’s the default state of an individual who owns a business. Those who run sole proprietorships are taxed as individuals with assets and profits. The biggest pitfall of the sole proprietorship is that you end up paying both the employee and the employer side of social security. These are typically split between employer and employee.

AdobeStock_308752576-300x200Many business owners form limited liability companies (LLCs) or corporations specifically to create a business entity that will be separate from themselves and spare them personal liability. The alter ego theory often applies in many cases in which parties seek to “pierce the corporate veil” and hold a corporate officer accountable for their company’s misdeeds, and any person facing these types of issues will want to quickly contact a Texas corporate attorney.

The alter ego theory establishes that people can be liable when they are using a corporation to engage in fraud and shield themselves from liability. While courts have long recognized most business entities as being legitimately free from liability, the alter ego theory allows courts to impose liability on bad actors.

Texas Laws Relating to Alter Ego

AdobeStock_283452126_Editorial_Use_Only-300x189It doesn’t take long on the internet to find extremist language, hate speech, and accusations of censorship. Often these are all found within the same post. Business owners have free speech rights, but free speech from any employee can expose a company to liability for false statements. It is important for business owners to create clear corporate policies about employee communications both on company websites and personal social media channels.

The Current Legal Standard

Current case law on this issue dates back a few decades. In 1964, the Supreme Court decided New York Times Company v. Sullivan, a First Amendment case involving published criticism of public officials. The Court found that Sullivan had indeed proven that the New York Times had published inaccurate statements about his office and subordinates. The fact that the statements were false did not, however, support his case for libel. The Court enacted a new standard of “actual malice.” This new rule means that an official must prove the false statement was published with the knowledge that it was false – or with gross recklessness – to sustain a libel case. Unless this legal definition of “actual malice” exists, the false statements are protected as free speech under the First Amendment.

AdobeStock_232564567-300x200Many small business owners in Texas need to account for the future of the ownership and continuity of their business, and a buy-sell agreement will often accomplish these goals. When you need help crafting a buy-sell agreement, make sure you are working with a skilled Texas business attorney.

Texas Buy-sell agreements can come into play for both unforeseen and foreseen events among owners, including a business partner dying, becoming disabled, getting divorced, or declaring bankruptcy. Other complications can include a business partner changing their vision for the company, losing interest in the business, needing a cash infusion, or acting in bad faith.

Necessary Elements of a Buy-Sell Agreement