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This is a short description of the important business-related bills that were passed by the 89th Texas Legislative Session

In June 2024, the Supreme Court issued a landmark administrative law decision in two consolidated cases, Loper Bright Enterprises v. Raimondo and Relentless, Inc v. Department of Commerce, 603 U.S. 369 (“Loper Bright”). That ruling made headlines with three words: “Chevron is overruled.”

This is part 3 of a multipart series on selling a business.

The Regular Session adjourned sine die Monday with the usual ceremonies and congratulatory exchanges, along with an unprecedented last-minute effort saving SB 293, the judicial pay raise bill. No immediate special sessions are expected. The interim committee hearing process will commence later in the year. The Governor has until June 22nd to approve or veto bills. A supplemental report will be issued addressing the Governor’s final actions. The TBLF managed another successful session. The Section Prepared BOC package passed, along with a Section Prepared amendment package addressing administration, integration, and jurisdiction matters relating to the Business Court. The TBLF also joined other pro-business advocates in supporting additional BOC amendments, Texas Stock Exchange legislation, and other measures enhancing the attractiveness of the Texas business climate. The cornerstone for the TBLF’s legislative success is the hard work and commitment of our Senate and House bill sponsors. In the Senate, Charles Schwertner, chair of B&C, continued strong support for business law issues, including again carrying the BOC package. On the House side, TWED member, Rep. Oscar Longoria (D-Mission) once again carried the BOC package. He did an outstanding job in quickly moving the legislation, in coordination with Sen. Schwertner. With respect to the Business Court amendments, Rep. Brooks Landgraf (R-Odessa) carried the bill in the House (along with 4 co-sponsors: Reps. Meyer, Leach, Schofield & LaHood). Sen. Bryan Hughes once again shepherded it through the Senate. We appreciated their strong leadership, advocacy, and execution in passing the legislation. As always, we acknowledge Governor Abbott, Lt. Governor Patrick, and Speaker Burrows for their overarching support of business law and Business Court initiatives. Again, these legislators and state officials are critical to our success. We encourage you to acknowledge them and the strong efforts they continually make to keep Texas at the forefront of business law states.

On May 25, 2023, after nearly a decade of proposals, the Texas Legislature finally passed legislation creating a specialized business litigation court. Chapter 25A of the Texas Government Code became effective on September 1, 2023, and applies to civil actions commenced beginning September 1, 2024. Initially, the Legislature left certain procedural matters to be addressed by the Texas Supreme Court, including removal, remand, payment of fees, and the issuance of written opinions. The Court received proposed rules and recommendations from the Texas Supreme Court Advisory Committee on October 13, 2023, and issued its proposed rules for public comment, and promulgated final rules in July 2024.

These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

The Business Law Section of the State Bar of Texas is looking for people to serve as Fellows in the Development of Business Law. Fellows chosen will be assigned to one year-long project to work on with an experienced business law practitioner.

These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

This webinar is about non-disclosure agreements in the context of selling a business.

This is another installment of a series on selling or purchasing a business.

These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

The 89th Texas Legislature (Regular Session) convened on January 14, 2025, and runs for its constitutional maximum of 140 days, ending June 2nd. Lt. Governor Dan Patrick presides in the Senate. Rep. Dustin Burrows (R-Lubbock) presides as Speaker in the House of Representatives. Governor Greg Abbott continues to lead the Executive Branch. Sen. Charles Schwertner (R-Georgetown) chairs the Business & Commerce Committee (B&C) in the Senate. In the House, the Business & Industry Committee is replaced by the new Trade, Workforce & Economic Development Committee (TWED). Rep. Angie Chen Button (R-Dallas) is the chair of TWED. Sen. Bryan Hughes (R-Mineola) chairs the Senate Jurisprudence Committee. In the House, Rep. Jeff Leach (R-Plano) chairs the Judiciary & Civil Jurisprudence Committee (JCJ). These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

The 89th Texas Legislature (Regular Session) convened on January 14, 2025, and runs for its constitutional maximum of 140 days, ending June 2nd. Lt. Governor Dan Patrick presides in the Senate. Rep. Dustin Burrows (R-Lubbock) presides as Speaker in the House of Representatives. Governor Greg Abbott continues to lead the Executive Branch. Sen. Charles Schwertner (R-Georgetown) chairs the Business & Commerce Committee (B&C) in the Senate. In the House, the Business & Industry Committee is replaced by the new Trade, Workforce & Economic Development Committee (TWED). Rep. Angie Chen Button (R-Dallas) is the chair of TWED. Sen. Bryan Hughes (R-Mineola) chairs the Senate Jurisprudence Committee. In the House, Rep. Jeff Leach (R-Plano) chairs the Judiciary & Civil Jurisprudence Committee (JCJ). These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.

Privacy law is rapidly evolving across the nation, and Texas is no exception. As businesses increasingly rely on data to drive operations, the legal landscape governing the collection, use, and protection of personal information is becoming more complex. Texas has established its own unique set of privacy regulations, including the Texas Identity Theft Enforcement and Protection Act, the Texas Medical Records Privacy Act, and, more recently, the Texas Data Privacy and Security Act. These laws impose significant obligations on businesses and grant enforcement powers to the Texas Attorney General, making compliance a top priority for companies operating within the state. Understanding Texas privacy law requires recognizing its interplay with federal regulations. Laws such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), and the Children’s Online Privacy Protection Act (COPPA) set nationwide standards for data protection. However, Texas law often supplements and expands on these federal frameworks, creating a layered regulatory environment. For instance, Texas’s medical privacy laws may impose stricter standards than HIPAA in certain contexts. Business lawyers must appreciate these intersections to effectively advise clients on compliance strategies that mitigate legal risk at both the state and federal levels. Privacy is no longer a niche concern reserved for technology companies; it is a fundamental issue that impacts every business sector. From retail and healthcare to financial services and energy, companies are collecting vast amounts of personal data. A single data breach or non-compliance incident can lead to costly litigation, regulatory penalties, and reputational damage. As trusted advisors, business lawyers must be equipped to guide clients through privacy challenges, helping them not only meet legal requirements but also build consumer trust and maintain a competitive edge in an increasingly data- driven economy.

Texas in 2023 created a new system of specialty trial courts (the “Business Court”) to hear significant business related disputes and a special intermediate court of appeals to hear appeals from the Business Court. Legislation to create the Business Court was passed by the 88th Texas Legislative Session, which ended on May 29, 2023, and was signed on June 9, 2023 by Governor Greg Abbott. The Business Court was created by House Bill 19 (“HB 19”) as a new chapter 25A (“§ 25A.001 et seq” or “Chapter 25A”) to the Texas Government Code (the “Government Code” or “Gov. Code”) with judges to be appointed by the Governor with the consent of the Senate. A separate bill (“SB 1045”) amended § 22.201 of the Government Code to create a Fifteenth Court of Appeals (“15th Court of Appeals”) to hear appeals from the Business Court. Both HB 19 and SB 1045 became effective September 1, 2023, but became operational only for actions commenced on or after September 1, 2024, which allowed time for appointing judges, arranging facilities, retaining staff and adopting procedural rules. Cases commenced before September 1, 2024, may not be removed to the Business Court. The Business Court is initially seated in the major metropolitan areas of Texas (see map attached as Appendix A) with the expectation that the Texas Legislature will ultimately expand the Business Court for the rest of Texas. The creation of the Business Court followed a long and winding road that commenced in 2015, and has from the beginning been strongly supported by the Texas Business Law Foundation (“TBLF”). Prior efforts stalled in previous legislative sessions due largely to opposition from trial lawyer-focused organizations. HB 19, which ultimately garnered bipartisan support, addresses the growing need for specialized Texas state courts to handle complex business litigation. The Business Court is designed to handle a wide range of business disputes, including contract disputes, fiduciary duty claims, and other corporate governance issues. In creating a dedicated venue for resolving business disputes, the Legislature sought to expedite proceedings, install judges with specialized expertise, deliver more predictable outcomes for business disputes, and ultimately attract more businesses to Texas. Any challenges to the constitutionality of the Business Court will be decided by the Texas Supreme Court, which has been given exclusive and original jurisdiction over any such disputes.

Raising capital is a vital necessity for companies across the industry spectrum, from innovative start-ups to well- established institutions, from small businesses to mega corporations. Capital fundraising efforts, absent a wealthy founder or benefactor, can be difficult, time consuming, and expensive. On the scale of corporate viability, a business’s capital needs, and the manner it must seek to acquire it, must balance with investor protection, access to information, and transparency – the heart of the Securities Act of 1933 (the “Securities Act”). Large-cap companies can launch public offerings with relative ease to serve their needs, but small and mid-size companies generally cannot and must seek other avenues for their capital raising efforts. The Securities Act, and the rules and regulations derived therefrom, can provide the guiding pathway for these entities to engage an investor base to fund their business while exempting out of the cumbersome registration process. There are a multitude of exemptions available under the Securities Act, but the most prevalent are those found under Regulation D, commonly known as the private placement exemptions.

Records maintained by the Texas Secretary of State indicate that the limited liability company has become the entity of choice among Texas organizations. The office of the Texas Secretary of State reports that of the 374,301 certificates of formation filed for domestic for-profit entities in 2024, 348,753 (or approximately 93%) were limited liability companies, and of the 391,934 certificates of formation filed for domestic for-profit entities in 2023, 365,417 (or approximately 93%) were limited liability companies. It is often stated that one of the benefits of organizing an entity as a limited liability company is that this form of entity offers the owners and governing authority of the entity the flexibility to agree to provisions for the economic terms and governance that are more flexible than available with respect to a corporation. This is true, and indeed limited liability companies are sometimes used to create highly complex structures with multiple classes of ownership interests and highly customized provisions regarding management and governance of the entity, including complicated provisions for voting and management succession. However, given the large number of entities now being created as limited liability companies in Texas and other states, it is likely that many of these new entities are not entities with complex structures with multiple classes of ownership and complex bureaucracies for governance. Statistics compiled by the Internal Revenue Service show that for the tax year 2021 (the most recent year for which statistics are currently available), approximately 68% of the S corporation returns are for single-shareholder S corporations and approximately 24% have only two shareholders. The Internal Revenue Service does not publish similar statistics for limited liability companies, and single-member limited liability companies are typically disregarded entities that do not file tax returns. But if one assumes that most limited liability companies are closely held entities, then by analogy, it is likely that a large portion of limited liability companies have one or two owners. Therefore, it is much more likely that practitioners will find themselves needing to draft simple limited liability company agreements suitable for entities with one or two or a very few owners, rather than more complex documents. The purpose of this paper is to present and discuss models for governing agreements for limited liability companies when a simple structure is needed.

A short compendium of intellectual property law, including patents, copyrights, trademarks, and trade secrets

This set of slides describes the relationship and duties of the Board of Directors to corporation and how that affects corporate governance.

This article is about securities law, particularly federal and state statutory law, the consequences for ignoring securities laws, and applying the law to unincorporated entity interests.

This article is a short but comprehensive guide into all aspects of contract drafting.

This articles discusses the mechanics of a business transactions, including letters of, non-disclosure agreements, and the signing & closing.

The 89th Texas Legislature (Regular Session) convened on January 14, 2025, and runs for its constitutional maximum of 140 days, ending June 2nd. Lt. Governor Dan Patrick continues to preside in the Senate. Rep. Dustin Burrows (R-Lubbock) presides as Speaker in the House of Representatives. Governor Greg Abbott continues to lead the Executive Branch. Sen. Charles Schwertner (R-Georgetown) continues as chair of the Business & Commerce Committee (B&C) in the Senate. In the House, the Business & Industry Committee has been replaced by the new Trade, Workforce & Economic Development Committee (TWED). Rep. Angie Chen Button (R-Dallas) is the chair of TWED. These BLS updates are provided periodically throughout the legislative session as directed by the Texas Business Law Foundation (TBLF). The reports are categorized by 11 general subject matter categories edited by the TBLF. Bill references within the updates are interactive for quick access to bill text, sponsors, analyses, and actions. The updates are provided to keep BLS members informed and knowledgeable on the progress of Texas legislation impacting business law.