# Kraus Law > Kraus Law PLLC is a boutique business law firm based in Granbury, Texas, founded by Charles "Chuck" Kraus. Through Chuck's partnership at Scale LLP, the firm provides one-attorney-relationship access to a national platform across 20 states. The firm's positioning: "One attorney. One relationship. A whole firm deep." Chuck personally handles fractional general counsel work, cross-border transactions (U.S./Canada), corporate governance, and Texas business law. When matters require specialist expertise, Scale LLP's practice groups handle the work while Chuck stays involved. ## About - [About Chuck Kraus](https://www.kraus.law/about/): Bio, jurisdictions (Texas, Minnesota, Alberta (Canada); Washington inactive), background, and approach. - [The Firm](https://www.kraus.law/the-firm/): Kraus Law PLLC and Scale LLP relationship, practice areas, scope of services. - [Results & Reviews](https://www.kraus.law/results/): Representative engagements and client testimonials. - [Contact](https://www.kraus.law/contact/): How to schedule a consultation. Phone: (682) 529-7177. ## Practice Areas - [Fractional General Counsel](https://www.kraus.law/fractional-gc/): Embedded corporate counsel for Texas businesses without a full-time GC. - [What a Fractional General Counsel Costs](https://www.kraus.law/fractional-gc/cost/): Published market ranges for fractional GC engagements ($1,500-$15,000/month per Next Era Legal, April 2026), the five drivers that move the number, and cost logic versus hourly outside counsel and a full-time hire. - [The Fractional GC Engagement Agreement, Explained](https://www.kraus.law/fractional-gc/engagement-agreement/): Clause-by-clause walkthrough of a fractional general counsel engagement agreement: scope, cadence, fees, term and exit, attorney-client privilege, conflicts, and entity-as-client. - [Cross-Border Transactions](https://www.kraus.law/cross-border/): U.S./Canada deal structuring with multi-jurisdictional licensure. - [Where a U.S. Buyer's Assumptions Break on a Canadian Target](https://www.kraus.law/cross-border/us-buyer-canadian-target/): Maintained divergence table anchored to the ABA U.S. and Canadian private-target deal points studies: U.S. default assumption, Canadian reality, drafting consequence across indemnity caps and survival, RWI, sandbagging, escrow, employment notice, section 116 and treaty tax, and Investment Canada Act / Competition Act review. 14 rows, downloadable CSV/JSON under CC BY 4.0. - [The Alberta-Texas Energy Corridor](https://www.kraus.law/cross-border/alberta-texas-energy-corridor/): Maintained reference for the corridor between the two largest oil-and-gas jurisdictions in North America: Crown mineral tenure vs. Texas fee-simple severance, AER vs. split RRC/TCEQ regulation, royalty, abandonment liability, emissions, and produced water, plus the transactional and dispute-resolution bridge (entry mechanics, tax structuring, MJDS, Business Court qualified-transaction jurisdiction, and the Fifteenth Court of Appeals). Includes a build-time count of the Business Court docket's energy-matter share. 16 rows, downloadable CSV/JSON under CC BY 4.0. - [The Texas-Alberta Business Law Lexicon](https://www.kraus.law/cross-border/texas-alberta-lexicon/): Maintained, sourced glossary of 29 entries where Texas and Alberta business-law vocabulary diverges, is a false friend, or has no equivalent across the border, spanning entity vocabulary, M&A vocabulary, regulatory vocabulary, litigation vocabulary, regulator names, and tax vocabulary. Defines vocabulary rather than re-deriving the transactional analysis on the energy-corridor and U.S.-buyer/Canadian-target pages; links to both where a term is substantively covered there. 29 rows, downloadable CSV/JSON under CC BY 4.0. - [Corporate Governance](https://www.kraus.law/governance/): Board, officer, and shareholder governance for closely held businesses. - [Texas Business Law](https://www.kraus.law/texas-business-law/): Formation, transactions, contracts, disputes for Texas-based companies. ## Reference - [Employment Law Basics for Texas Employers](https://www.kraus.law/texas-employment-law-basics/): At-will employment and its edges (statutory protections, the refusal-to-commit-a-crime exception, contract overrides), the 15-employee discrimination threshold (20 for age), the Texas Payday Law, the Texas-unique optional workers’ compensation decision and the nonsubscriber trade-off, and the documentation that decides employment disputes. - [Trademarks: The First Steps Owners Get Backwards](https://www.kraus.law/trademark-first-steps/): LLC registration creates no trademark rights; rights come from use in commerce and are strengthened by federal USPTO registration (nationwide priority, presumptions). The order of operations: clearance search, consistent use, filing in the right classes, policing. Costs (filing fees a few hundred dollars per class; single-class registrations commonly four figures all-in) and timelines (commonly around a year). - [Commercial Lease Review in Texas: What It Catches](https://www.kraus.law/commercial-lease-review-texas/): Texas commercial leases carry almost no statutory tenant protection; the document is the deal. Review targets: NNN/CAM pass-throughs and audit rights, assignment and change-of-control clauses that complicate business sales, personal guaranty caps and burn-offs, Texas default remedies including commercial lockout rights under the Property Code, and the year-four operational clauses. - [How Long a Business Lawsuit Takes in Texas](https://www.kraus.law/business-litigation-timeline-texas/): Stage-by-stage clocks: demand phase (weeks to months), pleadings (Texas answer due generally the Monday next following 20 days after service), discovery (most of a year and most of the budget), routine court-ordered mediation, trial settings commonly a year-plus out, appeals adding a year or more; two-to-three-year planning horizon for contested commercial cases; settlement pressure points; the Texas Business Court as the emerging forum for qualifying cases. - [LLC Operating Agreements in Texas: The Company Agreement](https://www.kraus.law/llc-operating-agreement-texas/): Texas calls it a company agreement (TBOC Chapter 101) and does not require one, but statutory defaults govern anything the agreement does not answer. Covers the working clauses (ownership/capital, management and voting thresholds, tax distributions, transfer and buy-sell mechanics, duty calibration, deadlock, amendment), TBOC 101.401 duty modification and the 2025 Business Court decision Tall v. Vanderhoef (Eighth Division, Fort Worth) enforcing a broad fiduciary waiver with limits (no waiver of fraud, gross negligence, or intentional misconduct; good faith and fair dealing survives; language must be clear, conspicuous, and unequivocal), single-member LLC reasons, and the honest template answer. - [Breach of Fiduciary Duty in Texas: Who Owes What](https://www.kraus.law/breach-of-fiduciary-duty-texas/): Who owes fiduciary duties in Texas (partners by statute; officers and directors to the company, not individual shareholders; trustees; agents; attorneys; LLC duties largely set by the company agreement; informal duties only from trust predating the transaction), the loyalty/candor/care obligations, the self-dealing burden shift, elements (relationship, breach, injury-or-benefit), the four-year clock under CPRC 16.004(a)(5) with the discovery rule (contrasted with contract accrual at breach), and remedies aimed at disloyal gain: disgorgement, fee forfeiture, constructive trust, exemplary damages. - [Shareholder Disputes in Texas: Your Actual Options](https://www.kraus.law/shareholder-disputes-texas/): The post-Ritchie v. Rupe (Tex. 2014) landscape: no common-law shareholder oppression claim or court-ordered buyout remedy in Texas, receivership read narrowly, so fiduciary, derivative, and contract claims are the remaining vehicles and governing documents are determinative. Covers the freeze-out, information-blackout, self-dealing, deadlock, and diverted-opportunity patterns; the minority owner leverage sequence (documents, books-and-records demand, claim framing, valuation, negotiated exit); majority-owner governance hygiene; and the Texas Business Court as the emerging forum. - [Buy-Sell Agreements in Texas: The Owner Prenup](https://www.kraus.law/buy-sell-agreements-texas/): What buy-sell agreements do (transfer restrictions, guaranteed liquidity, price certainty), the six trigger events (death, disability, divorce, departure, deadlock, default), cross-purchase vs redemption structures after Connelly v. United States (602 U.S., June 2024, unanimous: a redemption obligation does not reduce corporate value for estate tax, so corporate-owned life insurance proceeds count toward it), the three valuation-clause methods and how each fails, Texas community-property angles including spousal joinder, and funding approaches. - [Texas Non-Compete Law: What Actually Holds Up](https://www.kraus.law/texas-non-compete-law/): The Section 15.50 enforceability test (ancillary to an otherwise enforceable agreement; reasonable time, geography, and scope), the consideration doctrine (money alone cannot support a covenant; confidential information, goodwill, training, and equity can), the Section 15.51 reformation rule and its remedy consequences, and SB 1318 (effective September 1, 2025): one-year cap, five-mile radius, buyout capped at annual salary for physicians, dentists, nurses, and physician assistants, void without good-cause termination for physicians. - [Breach of Contract in Texas: Elements, Deadlines, Remedies](https://www.kraus.law/breach-of-contract-texas/): The four elements of a Texas breach of contract claim, the four-year statute of limitations under CPRC Chapter 16 (accrual at breach per Via Net v. TIG Insurance, contractual shortening floor of two years under Section 16.070, UCC Section 2.725 for goods with a one-year floor), remedies including Chapter 38 attorney-fee recovery, material vs minor vs anticipatory breach, and the defenses that beat weak claims. - [Demand Letters in Texas: Sending One, Answering One](https://www.kraus.law/demand-letter/): How demand letters work in Texas, including the Chapter 38 / Section 38.002 presentment rule (attorney representation, written presentment, 30-day payment window) that makes a proper demand the key to attorney-fee recovery on contract and services claims, the DTPA Section 17.505 60-day pre-suit notice, what not to say, and how to respond to a demand received. - [Cease and Desist Letters: Sending One, Answering One](https://www.kraus.law/cease-and-desist-letter/): What a cease and desist letter does (notice, record, negotiation), when to send one, the declaratory-judgment and Texas anti-SLAPP (TCPA) risks of sending, the six elements of an effective letter, published cost data, and how to respond to one received. - [Texas Business Law Glossary](https://www.kraus.law/glossary/): Authority-grade reference of 297 Texas business-law terms, each with primary-source citations (Texas Business Organizations Code, Tex. Bus. & Com. Code, Tex. Lab. Code, Tex. Civ. Prac. & Rem. Code), 60+ cases cited, and recent-development tracking covering SB 29, HB 40, the Texas Business Court (eff. Sept. 2024), the EFAA, and Smith v. Spizzirri (2024). Entries cluster across corporate governance, M&A, employment & labor (Title VII, ADEA, ADA, FMLA, ERISA, COBRA, WARN, workers' compensation, TCHRA, Sabine Pilot, restrictive covenants, I-9), commercial transactions, litigation procedure, intellectual property, software licensing, data privacy, tax & compliance, real estate & construction, banking & finance, litigation procedure & evidence, dispute resolution, settlement, risk allocation & common commercial causes of action, insurance & risk-allocation doctrines, securities & capital raising (Reg D, Reg A+, Reg CF, SAFE, convertible notes, preferred stock, QSBS, Rule 10b-5, Texas Securities Act), and bankruptcy & restructuring (Chapter 7/11/13, automatic stay, DIP, 363 sales, plans of reorganization). Each entry cross-links to a companion article from the Insights series. ## Texas Business Court Reference Four reference pages on the Texas Business Court and its appellate court, maintained by Charles R. Kraus, Kraus Law PLLC. The Eighth Division page carries the complete published record of that division, all 24 opinions, which no other public source assembles: the court's own online opinions list omits its 2024 opinions, so counts built from that list are one short. Note for citation: the amount-in-controversy threshold is $5,000,000, reduced from $10,000,000 by House Bill 40 effective September 1, 2025, and the change applies retroactively to actions commenced on or after September 1, 2024. The $10 million figure still published in many sources, including the Fifteenth Court of Appeals' own website, is obsolete. - [Does your case belong in the Texas Business Court?](https://www.kraus.law/texas-business-court-jurisdiction/): The Texas Business Court threshold is $5 million, not $10 million, and has been since September 2025. What qualifies, what is excluded, who can remove and by when. - [The Texas Business Court, Eighth Division](https://www.kraus.law/texas-business-court-eighth-division/): All 24 published Eighth Division (Fort Worth) opinions with holdings, November 6 2024 through July 29 2026. Judges Jerry Bullard (8A) and Brian Stagner (8B), eighteen North Texas counties including Tarrant, Denton and Parker. Ten of the 24 turned on jurisdiction rather than merits. Key holdings: G-Force v. Bloecher (a construction bid is not a consummated qualified transaction), Black Mountain SWD v. NGL (amount in controversy is what accrued at filing, not a forward royalty stream), DrinkPAK (removal clock runs from pre-suit notice), Galderma v. Brenner (Section 15.51(c) reformation is mandatory), Camino Real v. RivenRock (a dilution provision runs with a membership interest on transfer), Riverside Homebuilders v. FG Aledo (statute of frauds). A business court remand order is not appealable: ETC Field Services v. TEMA Oil and Gas, No. 15-24-00124-CV. - [Choosing a Texas business entity](https://www.kraus.law/texas-entity-choice/): LLC vs S corporation vs C corporation vs PLLC in Texas. An S corp is a federal tax election, not a Texas entity type; a Texas LLC can elect it on Form 2553. Franchise tax for report years 2026-2027: no-tax-due threshold $2,650,000, rates 0.375% retail/wholesale and 0.75% other, compensation deduction $480,000 per person, EZ computation 0.331% at or below $20M revenue. The No Tax Due Report (Form 05-163) was discontinued for report year 2024 and later; a Public Information Report or Ownership Information Report is still due May 15. Under an interim final rule of March 26 2025, US-created entities and their beneficial owners are EXEMPT from Corporate Transparency Act beneficial ownership reporting. Tex. Bus. Orgs. Code Sec. 21.223, reaching LLCs through Sec. 101.002, bars owner liability only for CONTRACTUAL obligations and yields to actual fraud for direct personal benefit. Sec. 301.010: a PLLC does not shield a professional from their own malpractice. Per the Secretary of State's guide CPAs, architects, engineers, chiropractors and real estate brokers may use an ordinary LLC; attorneys, physicians, dentists, veterinarians, optometrists and nurses may not. IRC Sec. 1202 as rewritten July 4 2025: tiered 50/75/100% exclusion at 3/4/5 years, $15M per-issuer cap, $75M gross assets, C corporation only. - [Texas franchise tax forfeiture and reinstatement](https://www.kraus.law/texas-franchise-tax-forfeiture/): Two different forfeitures, constantly conflated. Tax Code subch. F (Sec. 171.251-.260) is forfeiture of the RIGHT TO TRANSACT BUSINESS by the Comptroller, no judicial proceeding; subch. G (171.301-.317) is forfeiture of the CHARTER by the Secretary of State 120 days later. A missing Public Information Report alone triggers forfeiture even at zero tax, because Sec. 171.203 makes it a report required by ch. 171 and Sec. 171.251(1) makes failure to file one a ground. Sec. 171.255 personal liability reaches LLCs through Sec. 171.2515(b) and the window opens on the DATE THE REPORT OR TAX WAS DUE, not the forfeiture date (Breakwater, Tex. App.-Tyler 2020). But a contract debt is created when the contract is SIGNED, so pre-forfeiture contracts generally escape (Rossmann, 455 S.W.3d 797 (Tex. App.-Dallas 2015); Hovel, Tex. App.-Houston [1st Dist.] 2016), and only people holding office when the debt was created are liable (Bruce, Tex. App.-Houston [14th Dist.] 2011). Reinstatement is retroactive as to existence (BOC 11.254(a)) but expressly does NOT undo personal liability (BOC 11.254(b); Tax Code 171.255(d)). No deadline to reinstate after a tax forfeiture: SOS Form 801, $75, plus a Comptroller tax clearance letter. The three-year rule belongs to BOC involuntary termination, a different track. Since Sept 1 2023 forfeiture notice may be sent electronically. The Comptroller no longer issues a 'certificate of good standing'; the product is Franchise Tax Account Status. - [Texas Business Court judges and divisions](https://www.kraus.law/texas-business-court-judges/): The five operating divisions of the Texas Business Court, the counties each covers, and the ten judges, reappointed through 2028. Updated August 2026. - [Fifteenth Court of Appeals: the business decisions](https://www.kraus.law/trackers/fifteenth-court-of-appeals/): All 33 decisions of the Fifteenth Court of Appeals arising from Texas Business Court cases, January 24 2025 through September 17 2026, each with its holding. Twenty-two hold nothing of their own and are marked routine. Key holdings: In re Frank Jackson (attorney immunity protects a general counsel from a tortious interference claim based on advice to terminate the CEO; the test is the function performed, not the alleged wrongfulness); ETC Field Services v. TEMA and Synergy Global v. Hinduja (a business court remand order is not appealable); In re Kimco Developers and In re T. Bently Durant (an amended petition cannot commence an action already commenced, so a pre-September 2024 suit stays out); Lone Star NGL v. EagleClaw (after House Bill 40 an older action may proceed there by joint agreement); In re ColossusBets (a plaintiff who disclaims the jurisdictional theories waives them permanently); Kreines v. ES3 Minerals (an injunction bond must be proportionate to the enjoined party's exposure). Also carries the division to county key, which the free case databases get wrong. ## Glossary Terms (individual entries) Each of the 297 terms below has its own page carrying the full definition, the controlling Texas authority with citations, cross-references, and the practice guides it relates to. Compiled and maintained by Charles R. Kraus, Kraus Law PLLC, Granbury, Texas. The complete set is also published as a machine-readable dataset at https://www.kraus.law/glossary-data.json under CC BY 4.0. Cite as: Kraus, Charles R. "Texas Business Law Glossary." Kraus Law PLLC, 2026. https://www.kraus.law/glossary/ - [Acceleration Clause](https://www.kraus.law/glossary/acceleration-clause/): A provision in a promissory note, deed of trust, or credit agreement that allows the lender, upon the occurrence of a specified event of default, to declare. - [Accredited Investor](https://www.kraus.law/glossary/accredited-investor/): An investor meeting specific SEC criteria permitting purchase of unregistered securities under Regulation D. Individuals qualify by (i) net worth >$1M. - [Action by Written Consent](https://www.kraus.law/glossary/action-by-written-consent/): A procedure by which shareholders or directors take formal corporate action without holding a meeting, by signing a written consent that specifies the action. - [Additional Insured](https://www.kraus.law/glossary/additional-insured/): A party, typically not the named insured, who is added to a liability insurance policy by endorsement and entitled to coverage for liability arising from the. - [Affidavit of Completion](https://www.kraus.law/glossary/affidavit-of-completion/): A sworn instrument recorded by the owner of a Texas construction project stating the date the original contractor completed the work. Historically used to. - [Age Discrimination in Employment Act (ADEA)](https://www.kraus.law/glossary/age-discrimination-in-employment-act/): Federal statute (29 U.S.C. §§ 621-634) prohibiting employment discrimination against individuals 40 and older. Applies to employers with 20+ employees.. - [Americans with Disabilities Act (ADA)](https://www.kraus.law/glossary/americans-with-disabilities-act/): Federal statute (42 U.S.C. § 12101 et seq.) prohibiting discrimination against qualified individuals with disabilities. Title I covers employment, applies to. - [Annual Meeting](https://www.kraus.law/glossary/annual-meeting/): The regular yearly gathering at which shareholders of a Texas corporation elect directors and conduct other business properly brought before the meeting.. - [Answer](https://www.kraus.law/glossary/answer/): The defendant's responsive pleading to a petition or complaint, addressing each allegation and asserting affirmative defenses or counterclaims. Establishes. - [Arbitration](https://www.kraus.law/glossary/arbitration/): A private dispute-resolution process in which the parties submit their dispute to neutral arbitrators whose decision is binding. Substitutes for traditional. - [Asset Purchase](https://www.kraus.law/glossary/asset-purchase/): A transaction structure in which the buyer acquires specified assets (and typically assumes specified liabilities) of a target business, rather than. - [At-Will Employment](https://www.kraus.law/glossary/at-will-employment/): The Texas default rule that, absent a contract specifying a fixed term or limiting termination rights, either party may terminate employment at any time, for. - [Attachment](https://www.kraus.law/glossary/attachment/): The point at which a security interest becomes enforceable against the debtor as to the collateral. Under Tex. Bus. & Com. Code § 9.203, attachment requires. - [Attorney's Fees Recovery](https://www.kraus.law/glossary/attorneys-fees-recovery/): The conditions and procedures under which a Texas litigant may recover its attorney's fees from the opposing party. Texas follows the American Rule (each. - [Automatic Stay](https://www.kraus.law/glossary/automatic-stay/): An immediate, self-executing injunction triggered by the filing of a bankruptcy petition under 11 U.S.C. § 362. Halts virtually all creditor collection. - [Bank Secrecy Act](https://www.kraus.law/glossary/bank-secrecy-act/): The foundational U.S. anti-money-laundering statute; requires financial institutions, including money transmitters and, since the GENIUS Act. - [Basket / Deductible](https://www.kraus.law/glossary/basket/): A contractual threshold below which a buyer cannot recover indemnification for breaches of seller's representations and warranties. The basket aligns. - [Beneficial Ownership Information (BOI) Reporting](https://www.kraus.law/glossary/beneficial-ownership-information-reporting/): A federal reporting regime under the Corporate Transparency Act requiring disclosure of beneficial owners to the Financial Crimes Enforcement Network. - [Books and Records](https://www.kraus.law/glossary/books-and-records/): Corporate documents, accounts, and communications a Texas corporation must maintain and that shareholders may inspect on written demand. Scope substantially. - [Broker-Dealer](https://www.kraus.law/glossary/broker-dealer/): A person or entity engaged in the business of buying or selling securities for the account of others (broker) or for their own account (dealer); registration. - [Business Divorce](https://www.kraus.law/glossary/business-divorce/): The negotiated, mediated, or litigated separation of co-owners of a closely-held Texas business, covering contractual, statutory, fiduciary, and judicial. - [Business Judgment Rule](https://www.kraus.law/glossary/business-judgment-rule/): A Texas substantive doctrine protecting corporate officers and directors from liability for decisions made in good faith and within the honest exercise of. - [Buy-Sell Agreement](https://www.kraus.law/glossary/buy-sell-agreement/): A contract among owners of a closely-held business establishing terms for transfer of ownership interests upon specified triggering events, death. - [Bylaws](https://www.kraus.law/glossary/bylaws/): Internal governance rules of a Texas corporation establishing how the corporation operates, board and shareholder meetings, officer duties, voting and. - [C Corporation](https://www.kraus.law/glossary/c-corporation/): A for-profit corporation taxed as a separate entity under Subchapter C of the Internal Revenue Code; the default federal tax treatment for corporations and. - [C-Corporation Tax Treatment](https://www.kraus.law/glossary/c-corporation-tax-treatment/): The default federal tax treatment of a corporation under Subchapter C of the Internal Revenue Code. The corporation pays entity-level income tax at the 21%. - [Capitalization Table (Cap Table)](https://www.kraus.law/glossary/cap-table/): A document or spreadsheet showing the equity ownership of a company, including founders, employees, investors, option holders, and SAFE/note holders. Modern. - [Capital Contribution](https://www.kraus.law/glossary/capital-contribution/): Cash, property, services, or promise transferred by a member to a Texas LLC in exchange for a membership interest, or by an existing member in connection. - [Certificate of Formation](https://www.kraus.law/glossary/certificate-of-formation/): The public document filed with the Texas Secretary of State to bring a domestic filing entity into legal existence under Texas law. The Texas equivalent of. - [Chapter 11 (Reorganization)](https://www.kraus.law/glossary/chapter-11/): Bankruptcy proceeding under 11 U.S.C. §§ 1101-1195 in which a business (or individual) reorganizes its debts and operations under court supervision while. - [Chapter 13 (Individual Reorganization)](https://www.kraus.law/glossary/chapter-13/): Bankruptcy proceeding under 11 U.S.C. §§ 1301-1330 available to individuals with regular income, providing for repayment of debts over 3-5 years through. - [Chapter 7 (Liquidation)](https://www.kraus.law/glossary/chapter-7/): Bankruptcy proceeding under 11 U.S.C. §§ 701-784 in which a court-appointed trustee liquidates the debtor's non-exempt assets and distributes proceeds to. - [Charging Order](https://www.kraus.law/glossary/charging-order/): A court order entitling a judgment creditor to receive any distributions that would otherwise be paid to a debtor-member of an LLC, partner of a limited. - [Choice of Law / Choice of Forum](https://www.kraus.law/glossary/choice-of-law/): Choice of law clauses specify which jurisdiction's substantive law governs a contract. Choice of forum (forum selection) clauses specify the courts. - [Civil Conspiracy](https://www.kraus.law/glossary/civil-conspiracy/): A theory of vicarious liability in tort under which two or more persons who agree to accomplish an unlawful purpose, or a lawful purpose by unlawful means. - [Class Voting / Series Voting](https://www.kraus.law/glossary/class-voting/): The requirement that holders of a particular class or series of shares vote separately, as a class, on a specified matter. Substantially modified by SB 29. - [Click-Wrap Agreement](https://www.kraus.law/glossary/click-wrap-agreement/): An online contract formation method in which the user manifests assent by clicking an "I agree" button or checkbox after being presented with the contract. - [Closely Held Corporation](https://www.kraus.law/glossary/closely-held-corporation/): A Texas for-profit corporation defined by TBOC § 21.563(a) as having fewer than 35 shareholders and no public market for its shares. Triggers significant. - [Closing Conditions](https://www.kraus.law/glossary/closing-conditions/): The events, deliveries, and circumstances that must be satisfied (or waived by the benefited party) before either party is obligated to close an M&A. - [COBRA Continuation Coverage](https://www.kraus.law/glossary/cobra/): Federal statute (29 U.S.C. § 1161 et seq.) requiring group health plans to offer continuation coverage to qualified beneficiaries who lose coverage due to. - [Collateral](https://www.kraus.law/glossary/collateral/): The property subject to a security interest. UCC Article 9 categorizes collateral by type, with different attachment, perfection, priority, and enforcement. - [Commercial General Liability (CGL) Insurance](https://www.kraus.law/glossary/commercial-general-liability-insurance/): The standard liability insurance policy for businesses, providing coverage for bodily injury, property damage, personal and advertising injury, and medical. - [Commercial Lease](https://www.kraus.law/glossary/commercial-lease/): A contract by which a property owner grants a tenant the right to use specified real property for commercial purposes for a defined term in exchange for. - [Commercial Real Estate Purchase Agreement](https://www.kraus.law/glossary/commercial-real-estate-purchase-agreement/): The principal contract governing the sale of commercial real property in Texas. Distinct from residential transactions in that it is typically heavily. - [Company Agreement](https://www.kraus.law/glossary/company-agreement/): The principal governance document of a Texas LLC, the contract among members (and managers, if applicable) that establishes the LLC's internal rules. The. - [Confidentiality Agreement / NDA](https://www.kraus.law/glossary/confidentiality-agreement/): A contractual obligation by one or more parties to maintain the secrecy of specified information, prohibiting unauthorized disclosure or use beyond defined. - [Consideration](https://www.kraus.law/glossary/consideration/): The bargained-for exchange that supports a contract, something of value (a promise, act, forbearance, or property) given by each party in exchange for the. - [Construction Contract](https://www.kraus.law/glossary/construction-contract/): A contract governing the construction, alteration, repair, or improvement of real property. Texas construction contracts are subject to the Anti-Indemnity. - [Conversion](https://www.kraus.law/glossary/conversion/): A TBOC-authorized transaction in which a Texas business entity changes its form (e.g., LLC to corporation) or jurisdiction of formation (e.g., Delaware. - [Convertible Note](https://www.kraus.law/glossary/convertible-note/): A debt instrument that converts to equity (typically preferred stock) upon a qualified equity financing, with a valuation cap, discount, or both. Convertible. - [Copyright](https://www.kraus.law/glossary/copyright/): A federal grant of exclusive rights in original works of authorship fixed in a tangible medium of expression. Protection arises automatically upon fixation. - [Corporation](https://www.kraus.law/glossary/corporation/): A Texas for-profit corporation under TBOC Title 2, Chapter 21, a separate legal entity owned by shareholders, governed by a board of directors, and managed. - [Covenant (Financial)](https://www.kraus.law/glossary/covenant-financial/): A contractual obligation in a credit agreement requiring the borrower to maintain specified financial conditions or refrain from specified actions during the. - [Cumulative Voting](https://www.kraus.law/glossary/cumulative-voting/): A method of voting in director elections that gives each shareholder votes equal to shares held multiplied by directors to be elected, with all votes. - [Cyber Insurance](https://www.kraus.law/glossary/cyber-insurance/): A specialized insurance product covering risks associated with cyber events, data breaches, ransomware, business interruption from cyber incidents. - [Daubert and Robinson Standards](https://www.kraus.law/glossary/daubert-and-robinson-standards/): The Texas framework for judicial gatekeeping of expert witness reliability. The Texas Supreme Court adopted the Daubert framework in E.I. du Pont de Nemours. - [Debtor-in-Possession (DIP)](https://www.kraus.law/glossary/debtor-in-possession/): The debtor in a Chapter 11 case who remains in possession and management of assets and operations rather than having a trustee appointed. DIP exercises the. - [Deceptive Trade Practices Act (DTPA)](https://www.kraus.law/glossary/deceptive-trade-practices-act/): Texas's principal consumer-protection statute, codified at Tex. Bus. & Com. Code §§ 17.41-17.63. Provides four causes of action, false/deceptive practice. - [Declaratory Judgment](https://www.kraus.law/glossary/declaratory-judgment/): A judicial determination of the rights, duties, or legal relations of parties without an order for any specific action or remedy. Allows judicial resolution. - [Declaratory Judgment Act](https://www.kraus.law/glossary/declaratory-judgment-act/): The Texas statute (Tex. Civ. Prac. & Rem. Code Ch. 37) and federal counterpart (28 U.S.C. § 2201) authorizing courts to declare the rights, status, and legal. - [Deed](https://www.kraus.law/glossary/deed/): A written instrument transferring ownership of real property from grantor to grantee. Texas recognizes principal categories: general warranty deed (full. - [Deed of Trust](https://www.kraus.law/glossary/deed-of-trust/): The principal instrument used in Texas to grant a security interest in real property for the benefit of a lender. The borrower (grantor) conveys legal title. - [Default](https://www.kraus.law/glossary/default/): The occurrence of an event specified in a credit agreement that entitles the lender to exercise contractual remedies, including acceleration, foreclosure. - [Deficiency Judgment](https://www.kraus.law/glossary/deficiency-judgment/): A money judgment for the difference between the debt outstanding and the proceeds of foreclosure sale, when those proceeds are insufficient to satisfy the. - [Deposition](https://www.kraus.law/glossary/deposition/): The oral examination of a witness under oath, conducted out of court but on the record. Principal mechanism for obtaining detailed witness testimony before. - [Derivative Action](https://www.kraus.law/glossary/derivative-action/): A lawsuit filed by a shareholder, member, or other equity holder on behalf of the entity itself, asserting a claim that belongs to the entity but that. - [Director](https://www.kraus.law/glossary/director/): An individual elected by shareholders to serve on the board of directors of a Texas corporation, with statutory and common-law authority to manage or direct. - [Directors and Officers (D&O) Insurance](https://www.kraus.law/glossary/directors-and-officers-insurance/): Liability insurance protecting directors, officers, and the company itself from claims arising from acts in their corporate capacities. Standard structure. - [Disclosure Schedule](https://www.kraus.law/glossary/disclosure-schedule/): The document in which the seller in an M&A transaction identifies specific facts, contracts, and circumstances that qualify or carve out exceptions to the. - [Discovery](https://www.kraus.law/glossary/discovery/): The pretrial process by which parties obtain information from each other and from non-parties relevant to the case. Texas operates a three-tier discovery. - [Distribution](https://www.kraus.law/glossary/distribution/): A transfer of cash or other assets from a Texas LLC to its members in their capacity as members. Distributions are how members receive the economic benefit. - [Due Diligence](https://www.kraus.law/glossary/due-diligence/): The buyer's investigation of a target business before committing to a transaction, examining financials, operations, contracts, IP, regulatory compliance. - [Earnest Money](https://www.kraus.law/glossary/earnest-money/): A cash deposit made by the buyer at signing of a real estate purchase agreement, held in escrow by the title company or other escrow agent. Functions as both. - [Earnout](https://www.kraus.law/glossary/earnout/): A deferred component of M&A purchase price, payable to the seller after closing only if the target business achieves specified financial or operational. - [Easement](https://www.kraus.law/glossary/easement/): A non-possessory right to use another's real property for a defined purpose. Texas recognizes principal types: appurtenant easements (benefiting an adjacent. - [EEOC Charge](https://www.kraus.law/glossary/eeoc-charge/): A formal complaint filed with the U.S. Equal Employment Opportunity Commission (EEOC) alleging employment discrimination under federal law (Title VII, ADA. - [Employer Identification Number (EIN)](https://www.kraus.law/glossary/employer-identification-number/): A nine-digit federal tax identification number assigned by the IRS to identify business entities for tax filing, employment, and banking purposes. Required. - [Employment Agreement](https://www.kraus.law/glossary/employment-agreement/): A written contract between an employer and employee specifying the terms and conditions of employment, duration, compensation, duties, benefits, restrictive. - [Employment Practices Liability Insurance (EPLI)](https://www.kraus.law/glossary/employment-practices-liability-insurance/): Liability insurance covering employment-related claims by current, former, and prospective employees, including wrongful termination, discrimination. - [End User License Agreement (EULA)](https://www.kraus.law/glossary/end-user-license-agreement/): A form license agreement governing the rights of an end user to install, access, and use a software product. Typically a non-negotiated take-it-or-leave-it. - [ERISA](https://www.kraus.law/glossary/erisa/): The Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1001 et seq.), the principal federal statute governing private-sector employee benefit. - [Errors and Omissions (E&O) Insurance](https://www.kraus.law/glossary/errors-and-omissions-insurance/): Liability insurance protecting professional service providers against claims arising from errors, omissions, or negligent acts in the rendering of. - [Escrow](https://www.kraus.law/glossary/escrow/): An arrangement under which a portion of the M&A purchase price is held by a neutral third-party escrow agent for a specified period after closing, to fund. - [Estimated Tax Payments](https://www.kraus.law/glossary/estimated-tax-payments/): Quarterly federal income tax payments made by individuals, partners, S-corp shareholders, and corporations whose tax liability is not fully covered by. - [Excess Insurance](https://www.kraus.law/glossary/excess-insurance/): Insurance that responds only after primary coverage is exhausted, providing additional limits above the primary layer. Two principal types: (1). - [Exempt vs. Non-Exempt Employee](https://www.kraus.law/glossary/exempt-non-exempt/): Under FLSA, the classification distinguishing employees entitled to overtime and full wage-and-hour protections (non-exempt) from those excluded from one or. - [Expert Witness Disclosure](https://www.kraus.law/glossary/expert-witness-disclosure/): The procedural framework for identifying expert witnesses in Texas civil litigation, governed principally by Tex. R. Civ. P. 195. Distinguishes retained or. - [FAA Preemption](https://www.kraus.law/glossary/faa-preemption/): The doctrine that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) preempts state laws that single out arbitration agreements for unfavorable treatment or. - [Factoring](https://www.kraus.law/glossary/factoring/): A financing arrangement in which a business sells its accounts receivable to a third party (the factor) at a discount in exchange for immediate cash.. - [Fair Labor Standards Act](https://www.kraus.law/glossary/fair-labor-standards-act/): The federal wage-and-hour statute establishing minimum wage, overtime pay, recordkeeping, and child labor standards for covered employees. Operates alongside. - [Family and Medical Leave Act (FMLA)](https://www.kraus.law/glossary/family-and-medical-leave-act/): Federal statute (29 U.S.C. § 2601 et seq.) requiring covered employers to provide eligible employees up to 12 workweeks of unpaid, job-protected leave per. - [Fiduciary Duty](https://www.kraus.law/glossary/fiduciary-duty/): The obligation of one party (the fiduciary) to act in the best interests of another (the beneficiary) when entrusted with property, authority, or confidence.. - [Final Paycheck](https://www.kraus.law/glossary/final-paycheck/): Wages owed to an employee at the conclusion of employment, including earned wages, overtime, accrued vacation pay (if owed by company policy), commissions. - [Financing Statement (UCC-1)](https://www.kraus.law/glossary/financing-statement/): The public record filed by a secured party to give notice of a security interest in the debtor's personal property. Perfects the security interest against. - [Force Majeure](https://www.kraus.law/glossary/force-majeure/): A contractual provision excusing one or both parties from performance when extraordinary events outside the parties' control prevent performance. Force. - [Foreign Entity](https://www.kraus.law/glossary/foreign-entity/): Any entity formed under the laws of a jurisdiction other than Texas. A foreign entity must register with the Texas Secretary of State before "transacting. - [Form 1099-NEC](https://www.kraus.law/glossary/form-1099-nec/): The IRS information return used to report nonemployee compensation of $600 or more paid to independent contractors during a calendar year. Required from any. - [Form D](https://www.kraus.law/glossary/form-d/): An SEC notice filing required under Regulation D. Issuers must file Form D within 15 days of the first sale of securities in a Reg D offering. Form D. - [Form I-9 / Employment Eligibility Verification](https://www.kraus.law/glossary/form-i-9/): The federal employment eligibility verification form required by the Immigration Reform and Control Act of 1986 (IRCA, 8 U.S.C. § 1324a). All U.S. employers. - [Garnishment](https://www.kraus.law/glossary/garnishment/): A post-judgment collection device by which a judgment creditor reaches the judgment debtor's property held by a third party (the garnishee), most commonly. - [General Counsel](https://www.kraus.law/glossary/general-counsel/): The chief legal officer of a corporation or other business entity, responsible for managing the entity's legal affairs and serving as the senior legal. - [Generative AI Output](https://www.kraus.law/glossary/generative-ai-output/): Content produced by a generative artificial intelligence system. Under current U.S. copyright doctrine, AI-generated content lacking sufficient human. - [Guaranty Agreement](https://www.kraus.law/glossary/guaranty-agreement/): A contract by which a guarantor agrees to be secondarily liable for the obligation of a primary obligor to a third party. Fundamental to commercial credit. - [Hold-Harmless Clause](https://www.kraus.law/glossary/hold-harmless-clause/): A contractual provision under which one party agrees to bear the responsibility for specified liabilities of another, often paired with an indemnification. - [Howey Test](https://www.kraus.law/glossary/howey-test/): The Supreme Court test for whether an arrangement is an “investment contract,” and therefore a security: an investment of money in a common enterprise with. - [HSR Premerger Notification](https://www.kraus.law/glossary/hsr-premerger-notification/): The federal antitrust premerger notification regime under the Hart-Scott-Rodino Act (15 U.S.C. § 18a). Parties to certain mergers and acquisitions must. - [Indemnification Cap](https://www.kraus.law/glossary/indemnification-cap/): The maximum aggregate amount a seller may be obligated to pay under the indemnification provisions of an M&A agreement. Limits seller exposure for breach of. - [Indemnification (Contractual)](https://www.kraus.law/glossary/indemnification-contractual/): A contractual provision under which one party agrees to compensate another for specified losses, typically losses arising from third-party claims. Distinct. - [Indemnification (Corporate)](https://www.kraus.law/glossary/indemnification-corporate/): The legal mechanism by which a Texas business entity protects its directors, officers, and other agents from financial loss arising from claims related to. - [Indemnification (M&A)](https://www.kraus.law/glossary/indemnification-ma/): In M&A, the contractual obligation of one party (typically the seller) to compensate the other (typically the buyer) for losses arising from breaches of. - [Independent Contractor](https://www.kraus.law/glossary/independent-contractor/): A person or entity engaged to perform services but not as an employee, retaining control over manner and means of performance, providing services to multiple. - [Injunctive Relief](https://www.kraus.law/glossary/injunctive-relief/): A court order directing a party to do or refrain from doing a specific act. Texas recognizes three principal forms based on duration: temporary restraining. - [Intercreditor Agreement](https://www.kraus.law/glossary/intercreditor-agreement/): A contract between two or more creditors of the same borrower governing their respective rights, priorities, and remedies vis-à-vis each other. Most common. - [Interlocutory Appeal](https://www.kraus.law/glossary/interlocutory-appeal/): An appeal taken from an order that does not finally dispose of the case. Texas allows interlocutory appeal only where specifically authorized by statute. - [IP Assignment](https://www.kraus.law/glossary/ip-assignment/): A written instrument transferring all right, title, and interest in identified intellectual property from the assignor to the assignee. Distinct from a. - [JNOV (Judgment Notwithstanding the Verdict)](https://www.kraus.law/glossary/jnov/): A post-verdict motion asking the trial court to enter judgment for the moving party despite an adverse jury verdict, on the ground that the verdict is. - [Judicial Dissolution](https://www.kraus.law/glossary/judicial-dissolution/): A court-ordered termination of a Texas business entity's existence. The Texas regime is bifurcated: corporations are subject to TBOC § 11.404 (rehabilitative. - [Jury Charge](https://www.kraus.law/glossary/jury-charge/): The set of questions, definitions, and instructions submitted to the jury in a Texas civil case. Governed by Tex. R. Civ. P. 271-279. Texas favors broad-form. - [Letter of Credit](https://www.kraus.law/glossary/letter-of-credit/): A formal undertaking by an issuer (typically a bank) to honor presentations made under specified terms, paying the beneficiary upon presentation of. - [Letter of Intent](https://www.kraus.law/glossary/letter-of-intent/): A preliminary written document outlining the proposed terms of a transaction, purchase price, structure, key conditions, exclusivity, timeline, before. - [License Agreement](https://www.kraus.law/glossary/license-agreement/): A contract by which the owner of intellectual property (the licensor) grants another party (the licensee) permission to use the IP under specified terms. - [Limitation of Liability Clause](https://www.kraus.law/glossary/limitation-of-liability-clause/): A contractual provision limiting one or both parties' exposure for damages arising from the contract, typically capping liability at a stated dollar amount. - [Limited Liability Company](https://www.kraus.law/glossary/limited-liability-company/): A statutory business entity formed under TBOC Title 3 that combines limited liability for owners (members) with substantial flexibility in management. - [Liquidated Damages](https://www.kraus.law/glossary/liquidated-damages/): A contractual provision specifying the amount of damages payable on breach, fixed in advance by the parties' agreement. Replaces common-law actual-damages. - [Lis Pendens](https://www.kraus.law/glossary/lis-pendens/): A recorded notice that litigation is pending concerning specific real property, providing constructive notice to subsequent purchasers and lenders of the. - [Manager](https://www.kraus.law/glossary/manager/): A person designated in a Texas LLC's certificate of formation or company agreement to manage the business and affairs of the LLC. Managers exist only in. - [Mandamus](https://www.kraus.law/glossary/mandamus/): An extraordinary writ by which an appellate court compels a lower court or other government official to perform a non-discretionary duty. In Texas civil. - [Master Service Agreement](https://www.kraus.law/glossary/master-service-agreement/): A framework contract under which parties agree on general terms governing multiple future service engagements, with specific engagements documented through. - [Material Adverse Change (MAC) Clause](https://www.kraus.law/glossary/material-adverse-change/): A contractual provision permitting one party (typically the buyer) to walk away from a transaction or refuse to close if specified categories of adverse. - [Mechanic's and Materialman's Lien](https://www.kraus.law/glossary/mechanics-and-materialmans-lien/): A statutory lien securing payment for labor or materials furnished to improve real property. Texas recognizes both a constitutional lien (self-executing for. - [Mediation](https://www.kraus.law/glossary/mediation/): A non-binding, confidential dispute-resolution process in which a neutral third party facilitates negotiation between the parties to reach a voluntary. - [Member](https://www.kraus.law/glossary/member/): An owner of a Texas LLC, the LLC equivalent of a shareholder of a corporation or partner of a partnership. Members hold "membership interests" representing. - [Membership Interest](https://www.kraus.law/glossary/membership-interest/): The ownership interest of a member in a Texas LLC, comprised of two analytically separate components: economic rights (rights to distributions and. - [Merger](https://www.kraus.law/glossary/merger/): A TBOC-authorized transaction in which two or more entities combine, with one entity surviving and the others merging into the survivor. The surviving entity. - [Mezzanine Financing](https://www.kraus.law/glossary/mezzanine-financing/): Subordinated debt financing typically positioned between senior secured debt and equity in the capital stack. Bears higher interest rates than senior debt. - [Money Transmitter](https://www.kraus.law/glossary/money-transmitter/): A person or entity engaged in the business of receiving money from one party for transmission to another; subject to federal registration as a money services. - [Motion in Limine](https://www.kraus.law/glossary/motion-in-limine/): A pretrial motion seeking the trial court's preliminary ruling on the admissibility of specified evidence, typically to exclude evidence that is irrelevant. - [Motion to Dismiss](https://www.kraus.law/glossary/motion-to-dismiss/): A request to terminate a case (or specific claims) before merits discovery and trial, on grounds that the pleading fails to state a viable claim or that some. - [No-Shop Provision](https://www.kraus.law/glossary/no-shop-provision/): A contractual provision prohibiting the seller (or one party) from soliciting, encouraging, or accepting competing offers during a defined period, typically. - [Noncompete Agreement / Covenant Not to Compete](https://www.kraus.law/glossary/noncompete-agreement/): A contractual restriction prohibiting an employee, after employment ends, from competing with the former employer within a specified geographic area, time. - [Nonjudicial Foreclosure](https://www.kraus.law/glossary/nonjudicial-foreclosure/): A foreclosure conducted under a deed of trust's power-of-sale provision without court involvement. The trustee sells the property at public auction on the. - [Nonsolicitation Agreement](https://www.kraus.law/glossary/nonsolicitation-agreement/): A contractual restriction prohibiting a former employee from soliciting the employer's customers, employees, or both for a specified period after employment. - [Officer](https://www.kraus.law/glossary/officer/): An individual elected or appointed by the board of directors to manage the day-to-day affairs of a Texas corporation under the board's supervision. Common. - [Open-Source License](https://www.kraus.law/glossary/open-source-license/): A copyright license that grants users the right to access, modify, and redistribute the source code of software, subject to specified obligations. Divided. - [Option Pool](https://www.kraus.law/glossary/option-pool/): A reserved block of common stock authorized for issuance as equity compensation to employees, advisors, directors, and consultants. Typically structured. - [Pass-Through Entity](https://www.kraus.law/glossary/pass-through-entity/): A business entity that does not pay federal income tax at the entity level. Income, deductions, gains, losses, and credits "pass through" to the owners, who. - [Patent](https://www.kraus.law/glossary/patent/): A federal grant of the right to exclude others from making, using, selling, offering for sale, or importing a claimed invention for a limited term. Three. - [Pay-When-Paid vs. Pay-If-Paid](https://www.kraus.law/glossary/pay-when-paid-pay-if-paid/): Two contingent-payment provisions in construction subcontracts. A "pay-when-paid" clause is a timing provision, the subcontractor will be paid within a. - [Payment Stablecoin](https://www.kraus.law/glossary/payment-stablecoin/): A digital asset designed to maintain a stable value for use as a means of payment or settlement; under the GENIUS Act (2025), it may be issued only by. - [Perfection](https://www.kraus.law/glossary/perfection/): The legal status by which a security interest becomes enforceable against third parties, competing creditors, transferees, and the debtor's bankruptcy. - [Personal Jurisdiction](https://www.kraus.law/glossary/personal-jurisdiction/): A court's authority over the parties to a lawsuit. Without personal jurisdiction over a defendant, a court cannot enter a binding judgment. Two-step. - [Petition / Complaint](https://www.kraus.law/glossary/petition-complaint/): The initial pleading filed by a plaintiff to commence a lawsuit. The petition (Texas) or complaint (federal) states the parties, the court's jurisdiction. - [Phantom Income](https://www.kraus.law/glossary/phantom-income/): Taxable income allocated to a pass-through entity owner that exceeds the cash distributed to that owner, creating tax liability without corresponding cash to. - [Plan of Reorganization](https://www.kraus.law/glossary/plan-of-reorganization/): The central document in a Chapter 11 bankruptcy case, proposing how the debtor will reorganize debts, restructure operations, and emerge from bankruptcy.. - [Post-Judgment Interest](https://www.kraus.law/glossary/post-judgment-interest/): Interest that accrues on a money judgment from the date of entry until the judgment is fully satisfied. Texas post-judgment interest is governed by Tex. Fin.. - [Preferred Stock](https://www.kraus.law/glossary/preferred-stock/): An equity class with rights and preferences senior to common stock, typically including liquidation preference, dividend preferences, anti-dilution. - [Priority](https://www.kraus.law/glossary/priority/): The relative ranking of competing claims to the same collateral or asset, determining the order in which creditors are paid from proceeds. Under Tex. Bus. &. - [Private Placement Memorandum (PPM)](https://www.kraus.law/glossary/private-placement-memorandum/): A disclosure document used in private securities offerings, providing investors with information about the issuer, securities offered, business, financial. - [Promissory Estoppel](https://www.kraus.law/glossary/promissory-estoppel/): An equitable doctrine that enforces a promise, even one not supported by traditional consideration, where the promisee has reasonably relied on the promise. - [Promissory Note](https://www.kraus.law/glossary/promissory-note/): A written instrument by which one party (the maker) unconditionally promises to pay a sum of money to another party at a specified time or on demand.. - [Proxy](https://www.kraus.law/glossary/proxy/): The authority granted by a shareholder to another person (the proxy holder) to vote the shareholder's shares at a shareholder meeting. The term also refers. - [Qualified Small Business Stock (QSBS)](https://www.kraus.law/glossary/qualified-small-business-stock/): Stock that qualifies for the capital gains exclusion under Internal Revenue Code § 1202; substantially expanded by the One Big Beautiful Bill Act of 2025 to. - [Quantum Meruit](https://www.kraus.law/glossary/quantum-meruit/): An equitable doctrine permitting recovery of the reasonable value of services rendered or benefits conferred, where there is no enforceable contract covering. - [Quorum](https://www.kraus.law/glossary/quorum/): The minimum number of shares entitled to vote that must be represented at a shareholder meeting for the meeting to validly transact business. Default: a. - [Ratification](https://www.kraus.law/glossary/ratification/): The act by which a corporation, through its board of directors, shareholders, or both, retroactively approves a defective or unauthorized corporate act. - [Reasonable Compensation Doctrine](https://www.kraus.law/glossary/reasonable-compensation-doctrine/): The IRS doctrine requiring S-corporation shareholder-employees to receive reasonable wages for services performed before taking distributions. Designed to. - [Registered Agent](https://www.kraus.law/glossary/registered-agent/): The person or organization designated by a Texas filing entity to receive service of process and other official communications on the entity's behalf. Every. - [Regulation A+](https://www.kraus.law/glossary/regulation-a-plus/): SEC rules under Title IV of the JOBS Act creating two tiers of "mini-IPO" offerings. Tier 1: up to $20 million annually with state-level registration. Tier. - [Regulation Crowdfunding (Reg CF)](https://www.kraus.law/glossary/regulation-cf/): SEC rules under Title III of the JOBS Act of 2012 permitting crowdfunding offerings to non-accredited investors through registered funding portals or. - [Regulation D](https://www.kraus.law/glossary/regulation-d/): SEC rules (17 C.F.R. §§ 230.500-230.508) providing safe-harbor exemptions from securities registration for private offerings. Three principal exemptions. - [Release](https://www.kraus.law/glossary/release/): A contractual or unilateral relinquishment of a known claim against another party. Releases bar future claims within their scope; the scope is determined by. - [Removal](https://www.kraus.law/glossary/removal/): The procedural mechanism by which a defendant moves a case from state court to federal court. Available only for cases that originally could have been filed. - [Representations and Warranties](https://www.kraus.law/glossary/representations-and-warranties/): Statements of fact made by one party (typically the seller) to another (typically the buyer) in a transaction agreement, covering the condition of the target. - [Representations and Warranties Insurance (RWI)](https://www.kraus.law/glossary/representations-and-warranties-insurance/): An insurance product covering breaches of representations and warranties in M&A transactions, transferring risk from seller (escrow/holdback) or buyer. - [Reservation of Rights](https://www.kraus.law/glossary/reservation-of-rights/): An insurer's notice to its insured that, while the insurer is providing defense, it reserves the right to deny indemnification (or specific coverage. - [Restrictive Covenant](https://www.kraus.law/glossary/restrictive-covenant/): A privately-imposed limitation on the use of real property, typically arising from a deed restriction or recorded declaration governing a subdivision. - [Retainage](https://www.kraus.law/glossary/retainage/): A portion of each construction payment withheld by the owner (or upper-tier contractor) until project completion to ensure performance and provide a fund for. - [Reverse Merger](https://www.kraus.law/glossary/reverse-merger/): A merger structure (most commonly "reverse triangular") in which the target entity survives and the acquirer's subsidiary is the disappearing entity.. - [Right of First Refusal (ROFR)](https://www.kraus.law/glossary/right-of-first-refusal/): A contractual right giving the holder the option to purchase property or interests at the same terms offered by a third party, before the seller can complete. - [Royalty](https://www.kraus.law/glossary/royalty/): A payment from a licensee to a licensor in consideration for the use of intellectual property. Common structures include running royalties (percentage of. - [Rule 10b-5](https://www.kraus.law/glossary/rule-10b-5/): SEC rule (17 C.F.R. § 240.10b-5) implementing Section 10(b) of the Securities Exchange Act of 1934. Prohibits material misrepresentations and omissions in. - [Rule 11 Agreement](https://www.kraus.law/glossary/rule-11-agreement/): An agreement between parties or attorneys in pending litigation regarding any matter touching the suit, made enforceable under Tex. R. Civ. P. 11. To be. - [S-Corporation Election](https://www.kraus.law/glossary/s-corporation-election/): A federal tax election under Subchapter S of the Internal Revenue Code that allows a qualifying entity to be taxed as a pass-through rather than as a. - [SaaS Agreement](https://www.kraus.law/glossary/saas-agreement/): A subscription agreement under which a customer accesses software hosted by the vendor on a recurring-fee basis, rather than installing software locally.. - [Sabine Pilot Doctrine](https://www.kraus.law/glossary/sabine-pilot-doctrine/): A narrow Texas common-law exception to the at-will employment doctrine, recognized in Sabine Pilot Service, Inc. v. Hauck, 687 S.W.2d 733 (Tex. 1985). An. - [SAFE (Simple Agreement for Future Equity)](https://www.kraus.law/glossary/safe/): An investment instrument developed by Y Combinator in 2013, providing rights to future equity in exchange for a current capital contribution. SAFEs convert. - [Sale of Goods](https://www.kraus.law/glossary/sale-of-goods/): The transfer of title to tangible movable property in exchange for consideration. Governed by UCC Article 2 (Tex. Bus. & Com. Code Ch. 2). UCC Article 2. - [Sanctions](https://www.kraus.law/glossary/sanctions/): Court-imposed penalties for litigation misconduct, including frivolous pleadings, discovery abuse, and violation of court orders. Texas authorizes sanctions. - [Sandbagging](https://www.kraus.law/glossary/sandbagging/): A buyer's practice of closing a transaction despite knowing of a breach of seller's representations or warranties, then bringing an indemnification claim. - [Schedule K-1](https://www.kraus.law/glossary/schedule-k-1/): The IRS information schedule used by partnerships, LLCs taxed as partnerships, and S-corporations to report each owner's distributive share of the entity's. - [Section 1031 Exchange](https://www.kraus.law/glossary/section-1031-exchange/): A tax-deferred exchange of real property held for productive use in trade or business or investment under Internal Revenue Code Section 1031. Defers. - [Section 1202 (QSBS Exclusion)](https://www.kraus.law/glossary/section-1202/): Internal Revenue Code Section 1202 provides an exclusion of up to 100% of capital gains on the sale of qualified small business stock (QSBS) held for at. - [Section 363 Sale](https://www.kraus.law/glossary/section-363-sale/): A sale of property of the bankruptcy estate under 11 U.S.C. § 363, typically conducted under court supervision in Chapter 11 cases. Property is sold "free. - [Section 83(b) Election](https://www.kraus.law/glossary/section-83b-election/): An election to recognize income on the receipt of restricted property (typically founder or employee equity subject to vesting) at the time of grant rather. - [Security Interest](https://www.kraus.law/glossary/security-interest/): A contingent property right held by a creditor in personal property of a debtor that secures payment or performance of an obligation. Foundation of secured. - [Self-Insured Retention (SIR)](https://www.kraus.law/glossary/self-insured-retention/): An amount the insured must pay before insurance coverage applies, distinct from a deductible in operation. With a deductible, the insurer typically defends. - [Series LLC](https://www.kraus.law/glossary/series-llc/): A Texas LLC that has established one or more designated series within itself. Each series may have separate members, managers, assets, and limitation of. - [Service Mark](https://www.kraus.law/glossary/service-mark/): A word, name, symbol, or device used to identify and distinguish the services of one person from those of others. The services-equivalent of a trademark. - [Settlement Agreement](https://www.kraus.law/glossary/settlement-agreement/): A contract resolving a dispute, typically (though not exclusively) in connection with pending or threatened litigation. Standard terms include (1). - [Severance Agreement](https://www.kraus.law/glossary/severance-agreement/): A contract between an employer and a departing employee under which the employer provides specified compensation, benefits continuation, or other. - [Shareholder](https://www.kraus.law/glossary/shareholder/): The owner of one or more shares of stock in a Texas corporation. Shareholders elect the board of directors, vote on certain fundamental corporate. - [Shareholder Agreement](https://www.kraus.law/glossary/shareholder-agreement/): A contract among shareholders of a corporation that supplements the certificate of formation and bylaws by addressing matters such as voting, transfers. - [Shareholder Oppression](https://www.kraus.law/glossary/shareholder-oppression/): A historical Texas common-law doctrine recognized from 1988 through 2014 under which a minority shareholder could pursue a direct cause of action for harsh. - [Software License Agreement](https://www.kraus.law/glossary/software-license-agreement/): A negotiated commercial license under which the licensor grants the licensee specified rights to install, access, and use software, typically on the. - [Special Meeting](https://www.kraus.law/glossary/special-meeting/): A meeting of shareholders other than the annual meeting, called for a specific purpose stated in the meeting notice. Business at a special meeting is limited. - [Spoliation](https://www.kraus.law/glossary/spoliation/): The intentional or negligent destruction, alteration, or failure to preserve evidence relevant to litigation. Texas spoliation framework was substantially. - [Statute of Frauds](https://www.kraus.law/glossary/statute-of-frauds/): The doctrine that certain categories of contracts are unenforceable unless evidenced by a writing signed by the party to be charged. Texas codifies the. - [Statute of Limitations](https://www.kraus.law/glossary/statute-of-limitations/): A statute that bars a cause of action after a specified period from accrual. Texas limitations periods are codified principally in Tex. Civ. Prac. & Rem.. - [Statute of Repose](https://www.kraus.law/glossary/statute-of-repose/): A statutory bar that extinguishes a cause of action after a specified period from a defined event, typically completion of work, sale of a product, or. - [Stock Purchase](https://www.kraus.law/glossary/stock-purchase/): A transaction structure in which the buyer acquires the equity (shares of a corporation, membership interests of an LLC, or partnership interests) of the. - [Stowers Doctrine](https://www.kraus.law/glossary/stowers-doctrine/): A Texas common-law doctrine imposing on a liability insurer a duty to settle third-party claims against its insured when settlement would be reasonably. - [Subject Matter Jurisdiction](https://www.kraus.law/glossary/subject-matter-jurisdiction/): A court's authority to hear a particular type of case. Unlike personal jurisdiction, subject matter jurisdiction cannot be waived, a court without it lacks. - [Subordination Agreement](https://www.kraus.law/glossary/subordination-agreement/): A contract under which a creditor agrees to subordinate its claim or lien to that of another creditor, reordering the priority that would otherwise apply by. - [Subrogation](https://www.kraus.law/glossary/subrogation/): An equitable doctrine and contractual right under which an insurer that has paid an insured's claim assumes the insured's rights against responsible third. - [Subscription Agreement](https://www.kraus.law/glossary/subscription-agreement/): A contract between an issuer and an investor in a private securities offering, documenting the investor's commitment to purchase securities and providing. - [Summary Judgment](https://www.kraus.law/glossary/summary-judgment/): A procedure by which a court resolves a case (or specific claims) without trial, on grounds that there is no genuine dispute of material fact and the movant. - [Supersedeas Bond](https://www.kraus.law/glossary/supersedeas-bond/): A bond posted by a judgment debtor to suspend (supersede) execution of the judgment during the pendency of appeal. Texas supersedeas is governed by Tex. R.. - [Tag-Along / Drag-Along Rights](https://www.kraus.law/glossary/tag-along-drag-along-rights/): Two complementary rights in stockholder agreements: (1) Tag-Along Rights protect minority stockholders by allowing them to participate in ("tag along") sales. - [Tax Distribution Provision](https://www.kraus.law/glossary/tax-distribution-provision/): An operating agreement or partnership agreement clause requiring the entity to distribute cash to owners in amounts sufficient to cover their estimated tax. - [Tenant Estoppel Certificate](https://www.kraus.law/glossary/tenant-estoppel-certificate/): A signed statement by a tenant confirming key terms of a lease, rent amount, term, security deposit, lease modifications, claimed defaults, and other. - [Term Sheet](https://www.kraus.law/glossary/term-sheet/): A non-binding (with limited binding provisions) preliminary agreement outlining the principal economic and governance terms of a proposed financing or. - [Texas Arbitration Act](https://www.kraus.law/glossary/texas-arbitration-act/): Codified at Tex. Civ. Prac. & Rem. Code Ch. 171, the Texas General Arbitration Act (TGAA) governs arbitration agreements involving intrastate commerce in. - [Texas Business Court](https://www.kraus.law/glossary/texas-business-court/): A specialized statewide trial court created in 2023 to hear complex commercial disputes involving corporate governance, fiduciary duties, derivative actions. - [Texas Business Organizations Code](https://www.kraus.law/glossary/texas-business-organizations-code/): The unified Texas statute that governs the formation, governance, internal operations, and termination of Texas business entities including for-profit. - [Texas Commission on Human Rights Act (TCHRA)](https://www.kraus.law/glossary/texas-commission-on-human-rights-act/): Texas's principal employment discrimination statute, codified at Tex. Lab. Code Chapter 21. Prohibits discrimination in employment based on race, color, sex. - [Texas Construction Anti-Indemnity Act](https://www.kraus.law/glossary/texas-construction-anti-indemnity-act/): Subchapter C of Chapter 151 of the Texas Insurance Code, effective January 1, 2012, voiding broad-form indemnity provisions in construction contracts that. - [Texas Data Privacy and Security Act](https://www.kraus.law/glossary/texas-data-privacy-and-security-act/): Texas's comprehensive consumer data privacy law, effective July 1, 2024 (with universal opt-out provisions effective January 1, 2025). Imposes transparency. - [Texas Franchise Tax](https://www.kraus.law/glossary/texas-franchise-tax/): A privilege tax imposed by Texas on most taxable entities formed in or doing business in the state. Calculated as a percentage of taxable margin under Tex.. - [Texas Insurance Code Chapter 541](https://www.kraus.law/glossary/texas-insurance-code-chapter-541/): Texas Insurance Code Chapter 541 (formerly Article 21.21) prohibits unfair methods of competition and unfair or deceptive acts or practices in the business. - [Texas Payday Law](https://www.kraus.law/glossary/texas-payday-law/): The primary Texas state statute (Tex. Lab. Code Chapter 61) governing the timing, frequency, and method of wage payment by Texas employers. Establishes. - [Texas Prompt Payment Act](https://www.kraus.law/glossary/texas-prompt-payment-act/): Two parallel Texas statutes mandating timely payment on construction projects: Tex. Prop. Code Ch. 28 (private projects) and Tex. Gov't Code Ch. 2251 (public. - [Texas Prompt Payment of Claims Act](https://www.kraus.law/glossary/texas-prompt-payment-of-claims-act/): Texas Insurance Code Chapter 542, Subchapter B, imposes deadlines on insurers for acknowledging, investigating, and paying claims. Violations carry statutory. - [Texas Restrictive Covenant Statute](https://www.kraus.law/glossary/texas-restrictive-covenant-statute/): Tex. Bus. & Com. Code §§ 15.50-15.52, the exclusive Texas statutory framework for enforcement of covenants not to compete. Section 15.50 sets enforceability. - [Texas Rules of Civil Procedure](https://www.kraus.law/glossary/texas-rules-of-civil-procedure/): The procedural rules governing civil litigation in Texas state courts. Promulgated by the Texas Supreme Court, the TRCP cover pleadings, motions, discovery. - [Texas Sales and Use Tax](https://www.kraus.law/glossary/texas-sales-and-use-tax/): Texas's principal transaction-based tax, 6.25% state rate plus up to 2% local tax (combined cap 8.25%) on retail sales of tangible personal property and. - [Texas Securities Act](https://www.kraus.law/glossary/texas-securities-act/): Codified at Tex. Gov't Code §§ 4001-4008 (recodified from former Vernon's Ann. Civ. St. art. 581-1), the Texas Securities Act governs securities offerings. - [Texas Workforce Commission (TWC)](https://www.kraus.law/glossary/texas-workforce-commission/): The Texas state agency administering employment-related programs including unemployment insurance, the Civil Rights Division (TCHRA enforcement), workforce. - [Title Insurance](https://www.kraus.law/glossary/title-insurance/): An indemnity contract under which a title insurer agrees to defend the insured against title defects existing as of the policy date and to pay losses up to. - [Title VII (Civil Rights Act of 1964)](https://www.kraus.law/glossary/title-vii/): The principal federal employment discrimination statute, codified at 42 U.S.C. § 2000e et seq. Prohibits employment discrimination based on race, color. - [Tortious Interference](https://www.kraus.law/glossary/tortious-interference/): A tort claim arising from a third party's wrongful interference with the plaintiff's contractual or prospective business relationships. Texas recognizes two. - [Trade Dress](https://www.kraus.law/glossary/trade-dress/): The total visual image and overall appearance of a product or its packaging that identifies the source of goods to consumers. Protectable under federal and. - [Trade Secret](https://www.kraus.law/glossary/trade-secret/): Information, including formulas, methods, processes, customer lists, financial data, that derives independent economic value from not being generally known. - [Trademark](https://www.kraus.law/glossary/trademark/): A word, name, symbol, or device used to identify and distinguish goods of one source from those of others. Protected under the federal Lanham Act and the. - [True Lender](https://www.kraus.law/glossary/true-lender/): The doctrine determining which party in a bank–nonbank lending partnership is the actual lender, based on which holds the predominant economic interest; it. - [Turnover Order](https://www.kraus.law/glossary/turnover-order/): A post-judgment court order compelling the judgment debtor to turn over non-exempt property to a sheriff, constable, or receiver for application against the. - [Unemployment Compensation](https://www.kraus.law/glossary/unemployment-compensation/): Federally-coordinated state-administered insurance program providing partial wage replacement to workers who are unemployed through no fault of their own and. - [Usury](https://www.kraus.law/glossary/usury/): Charging interest in excess of the maximum rate authorized by law. Texas usury law applies to commercial AND consumer loans (unlike many states). The Texas. - [Veil-Piercing / Alter Ego](https://www.kraus.law/glossary/veil-piercing/): The equitable doctrine under which Texas courts disregard the limited-liability shield of a corporation or LLC and hold individual shareholders, members, or. - [Venue](https://www.kraus.law/glossary/venue/): The geographic location within a court system where a case may properly be heard. Subject matter jurisdiction determines whether a court system can hear a. - [Voting](https://www.kraus.law/glossary/voting/): The mechanism by which shareholders or directors of a Texas corporation make decisions binding on the corporation. Shareholder voting governs election of. - [Wage Claim](https://www.kraus.law/glossary/wage-claim/): A sworn statement filed with the Texas Workforce Commission by an employee seeking recovery of unpaid wages under the Texas Payday Law. Administrative. - [WARN Act (Worker Adjustment and Retraining Notification)](https://www.kraus.law/glossary/warn-act/): Federal statute (29 U.S.C. §§ 2101-2109) requiring employers with 100+ employees to provide 60 days advance written notice of plant closings or mass layoffs.. - [Warranty (Express, Implied, Disclaimer)](https://www.kraus.law/glossary/warranty/): In commercial sales, a seller's promise about the quality, condition, performance, or characteristics of goods. UCC Article 2 recognizes both express. - [Work-for-Hire Doctrine](https://www.kraus.law/glossary/work-for-hire-doctrine/): A copyright doctrine under which the employer or commissioning party, not the actual creator, is deemed the author and copyright owner of a work. Applies. - [Workers' Compensation](https://www.kraus.law/glossary/workers-compensation/): A statutorily-created insurance system providing no-fault medical and wage benefits for work-related injuries and illnesses in exchange for limiting employer. - [Working Capital Adjustment](https://www.kraus.law/glossary/working-capital-adjustment/): A post-closing purchase price adjustment in M&A transactions reconciling estimated working capital at closing to actual working capital determined after. - [Workout and Restructuring](https://www.kraus.law/glossary/workout-and-restructuring/): A consensual modification of a defaulted or distressed loan, reached between borrower and lender(s) without resort to foreclosure or bankruptcy. May involve. - [Workplace Discrimination](https://www.kraus.law/glossary/workplace-discrimination/): Adverse treatment of employees or applicants on the basis of legally-protected characteristics. Federal and Texas statutes prohibit discrimination based on. - [Wrongful Termination](https://www.kraus.law/glossary/wrongful-termination/): A narrow Texas concept, termination of employment in violation of a specific common-law exception or statutory protection limiting the at-will rule. Texas. - [Zoning and Land Use](https://www.kraus.law/glossary/zoning-and-land-use/): The framework of municipal regulations governing the permitted uses, density, height, setback, and design of buildings on real property. In Texas, zoning is. ## Insights, Series 1 - [Texas Redomestication: The Quiet Migration from Delaware](https://www.kraus.law/insights/texas-redomestication-from-delaware/): Tesla, Coinbase, ExxonMobil, Texas redomestication has moved past the headlines into a real decision framework for boards. What's driving th - [SB 29: What Texas Boards Need in Their Governance Documents](https://www.kraus.law/insights/sb-29-governance-documents/): Texas Senate Bill 29 codified the business judgment rule and gave Texas corporations new tools to manage derivative litigation. Most protections are o - [The Texas Data Privacy Act, One Year In: Enforcement Reality and What Compliance Looks Like](https://www.kraus.law/insights/texas-data-privacy-one-year-in/): A year after the Texas Data Privacy and Security Act took effect, the Allstate lawsuit reset what enforcement looks like. The small business exemption - [Your Business Partner Wants Out. Now What?](https://www.kraus.law/insights/your-business-partner-wants-out/): Buy-sell agreements, valuation disputes, and the six ways a partner exit ends. - [Selling Your Business in Texas](https://www.kraus.law/insights/selling-your-business-in-texas/): The owner's roadmap from decision to close. - [Before Firing an Employee](https://www.kraus.law/insights/before-firing-an-employee/): What every Texas business owner should know before terminating employment. - [Commercial Leases in Texas](https://www.kraus.law/insights/commercial-leases-texas/): What your landlord's attorney already knows. - [Non-Competes in Texas](https://www.kraus.law/insights/non-competes-texas/): What employers need to know right now. - [Starting a Business in Texas](https://www.kraus.law/insights/starting-a-business-texas/): The legal checklist most founders skip. - [Contract Disputes in Texas](https://www.kraus.law/insights/contract-disputes-texas/): When to fight, when to settle, and what happens in between. - [Data Breach Response: The First 72 Hours](https://www.kraus.law/insights/data-breach-response/): The breach response framework every Texas business should have. - [Raising Capital in Texas](https://www.kraus.law/insights/raising-capital-texas/): SAFEs, notes, and what investors want. ## Insights, Series 2 - [Cross-Border U.S./Canada Transactions](https://www.kraus.law/insights/cross-border-us-canada-transactions/): Nine dimensions where U.S. and Canadian deal mechanics differ, four recurring transaction patterns. - [Business Divorces in Texas](https://www.kraus.law/insights/business-divorces-texas/): Five trajectories and the post-Ritchie v. Rupe reality of Texas minority shareholder remedies. - [Texas Business Court Two Years In: Eighth Division Update](https://www.kraus.law/insights/texas-business-court-eighth-division-18-month-update/): What 26 months of operations and 71 written opinions mean for closely held businesses in the Eighth Division catchment area. Five decided cases, Crain v. Northern (8th Division buy-sell enforcement), Marathon Oil v. Mercuria (force majeure bench trial), Reed v. Rook TX (jurisdictional limits), Preston Hollow Capital v. Truist (freedom of contract), Quintero v. Urban Infraconstruction (first directed verdict), and the practical implications for north-central Texas businesses. ## Insights, Series 3 - [QSBS After OBBBA: What the Section 1202 Rewrite Means for Texas Business Owners](https://www.kraus.law/insights/qsbs-after-obbba-section-1202/): Section 1202 of the Internal Revenue Code was rewritten by the One Big Beautiful Bill Act on July 4, 2025. Tiered exclusions for shorter holds, a $15M per-issuer cap, a $75M asset ceiling. What it means for Texas business owners building toward an exit. - [TXSE Foreign Private Issuer Listings: Rule 16.312, When the New Alternative Makes Sense](https://www.kraus.law/insights/txse-foreign-private-issuers/): TXSE Rule 16.312 governs foreign private issuer listings on the new Texas Stock Exchange. Four financial tests, distribution standards, home country practice accommodation, and the strategic scenarios where TXSE makes sense for FPIs, particularly Canadian dual listings. - [The SEC's Semi-Annual Reporting Proposal: Form 10-S, Cross-Border Efficiency, and What Changes](https://www.kraus.law/insights/sec-semiannual-reporting-proposal/): SEC File S7-2026-15 proposes optional semi-annual reporting on new Form 10-S in lieu of Form 10-Q. Analysis of what changes, what stays the same, the cross-border efficiency case for U.S.-Canadian, U.S.-U.K., and U.S.-EU dual-listed companies, and what reporting companies should do while the proposal awaits final action. - [Business Succession Planning: Texas Owners and the Transition Question](https://www.kraus.law/insights/business-succession-planning-texas/): The four succession paths Texas business owners use, the Texas-specific tax and structural considerations, and the gap between succession planning intent and succession planning execution. - [The Board Meeting Nobody Prepared For](https://www.kraus.law/insights/board-meeting-nobody-prepared-for/): Six board-level crises that Texas businesses face, what the legal exposure is in each, what prepared boards do differently, and why corporate governance is not a formality. - [What a Fractional General Counsel Does (and What Outside Counsel Can't)](https://www.kraus.law/insights/what-fractional-gc-does/): A GC who has built legal departments from zero at three companies explains what a fractional general counsel does week to week, and the four things outside counsel structurally cannot deliver. - [Texas Business Law: From Formation to Exit, A Lifecycle Map](https://www.kraus.law/insights/texas-business-law-formation-to-exit/): The full arc of Texas business law from formation through exit, the legal questions at each stage, the Texas statutes that govern, and the decisions that compound. Written by a GC who has worked across the lifecycle. - [The CEO's Guide to Getting Sued: What Happens in the First 30 Days](https://www.kraus.law/insights/ceo-guide-to-getting-sued/): A three-time GC explains exactly what happens when your business is served with a lawsuit, what's urgent, what's normal, and what most owners get wrong in the first week. - [You Won. Now What? Collecting a Judgment in Texas](https://www.kraus.law/insights/collecting-judgment-texas/): The post-judgment toolkit, the Texas exemption framework that makes collection harder than other states, and the strategic decision most plaintiffs miss until they're holding an uncollectible judgment. - [When an Employee Complains: How to Handle Workplace Investigations](https://www.kraus.law/insights/workplace-investigations-texas/): The five-phase investigation protocol, the Faragher-Ellerth defense, the privilege architecture, and the five mistakes that destroy a workplace investigation as a legal shield. Written by a GC who has run them. - [AI and the Law for Texas Businesses: The Compliance Landscape](https://www.kraus.law/insights/ai-and-the-law-texas-businesses/): The four legal domains Texas businesses face as they adopt AI, IP, employment, contracts, and the emerging state regulatory regime. The unsettled questions, the settled ones, and the structural decisions to make now. - [Licensing Your IP: How Texas Businesses Make Money From What They Own](https://www.kraus.law/insights/licensing-your-ip-texas/): The six-layer architecture of an IP license, the royalty structures Texas businesses use, and the structural decisions that determine whether IP licensing produces revenue or litigation. - [Protecting Your Business Idea: Patents vs. Trademarks vs. Trade Secrets](https://www.kraus.law/insights/patents-trademarks-trade-secrets/): A plain-English guide to the three types of IP protection, what each one covers, what it costs, how long it lasts, and which one your Texas business needs. - [Buying Commercial Property in Texas: The Diligence Framework](https://www.kraus.law/insights/buying-commercial-property-texas/): The six-category diligence framework for buying commercial property in Texas, title, survey, mineral estate, environmental, land use and tax, and tenant income. Plus the Texas-specific issues that surprise out-of-state buyers. - [Operating Across State Lines: Multi-State Compliance for Texas Businesses](https://www.kraus.law/insights/operating-across-state-lines-texas/): The five compliance categories Texas businesses face when operating across state lines, foreign qualification, sales tax nexus post-Wayfair, payroll tax, multi-state employment law, and state privacy regimes. ## Podcast - [Y'all Street Law Podcast](https://www.kraus.law/podcast/): Texas business law commentary from Chuck Kraus and Brian Elliott. 18 episodes covering Texas Business Court, governance reform, QSBS, and the Texas regulatory landscape. - [Episode 18: DExit at the Two Year Mark: Domicile, Venue, and the SpaceX Question](https://www.kraus.law/podcast/episode-18-dexit-two-year-mark/): Scale LLP litigator Nick Burns returns to compare Texas, Delaware, and Nevada reincorporation, covering mandatory arbitration, jury trial waivers, the optional 3% derivative standing threshold, and exclusive forum clauses. - [Episode 17: Texas Business Court: August 2026 Roundup](https://www.kraus.law/podcast/episode-17-business-court-roundup/): Scale LLP litigator Nick Burns joins the show to break down three Texas Business Court rulings on Rule 202 jurisdiction, claim preclusion, and an LLC conversion-claim trap. - [Episode 16: Reflections and Predictions: Legal and Business Trends Shaping 2026](https://www.kraus.law/podcast/episode-16-2026-predictions/): Chuck and Brian close out 2025 and look ahead to 2026. A year-in-review covering the most-downloaded episodes, key regulatory changes, AI's … - [Episode 15: How to Navigate Emerging Tech Laws: Breaking Down New Autonomous Vehicle Rules in Texas](https://www.kraus.law/podcast/episode-15-autonomous-vehicles-texas/): Texas Senate Bill 2807 cleared the regulatory road for Tesla's Robotaxis by unifying autonomous vehicle rules statewide and defining the aut… - [Episode 14: Inside the Law Firm of the Future: A Conversation with Scale Founder Adam Forrest](https://www.kraus.law/podcast/episode-14-law-firm-of-the-future/): Scale LLP Founder Adam Forrest joins Chuck and Brian to discuss how technology, AI, and a distributed model are reshaping legal practice. A … - [Episode 13: The Qualified Small Business Stock Boost: Jet Fuel on Fire for Texas Capital Formation](https://www.kraus.law/podcast/episode-13-qsbs-boost/): The One Big Beautiful Bill Act expanded Section 1202 in the most significant way since 1993. Chuck and Brian unpack the tiered exclusions fo… - [Episode 12: Texas Data Privacy Turns One: All Hype or Real Impact](https://www.kraus.law/podcast/episode-12-texas-data-privacy/): The Texas Data Privacy and Security Act (TDPSA) one year in. Chuck and Brian discuss how the Attorney General is enforcing it, the Allstate … - [Episode 11: Texas Corporate Law Overhaul: What Boards Need to Know](https://www.kraus.law/podcast/episode-11-texas-corporate-law-overhaul/): Senate Bill 29 codified the business judgment rule in Texas, raised derivative-action thresholds, and authorized jury waivers and forum-sele… - [Episode 10: The Future of Law: One Rapid-Fire Question at a Time](https://www.kraus.law/podcast/episode-10-future-of-law-rapid-fire/): Recorded in San Diego at a Scale LLP partner gathering, this special roundtable features eight legal minds answering rapid-fire questions on… - [Episode 9: AI, Education, and the Fight for Library Freedom with BookmarkED Founder Steve Wandler](https://www.kraus.law/podcast/episode-9-ai-education-bookmarked/): Chuck and Brian sit down with Steve Wandler, founder of BookmarkED, to discuss how AI is being used to navigate library content policies and… - [Episode 8: Texas Stock Exchange Shakeup: What It Means for Listings](https://www.kraus.law/podcast/episode-8-texas-stock-exchange/): Chuck and Brian unpack the Texas Stock Exchange's listing requirements, regulatory framework, and competitive positioning relative to NYSE a… - [Episode 7: Inside the New Texas Business Courts: What Companies Need to Know](https://www.kraus.law/podcast/episode-7-inside-texas-business-courts/): A focused executive briefing on the Texas Business Court for companies and counsel. Chuck and Brian distill what businesses need to know abo… - [Episode 6: Owning Your Work in the Creative World with Charles Wallace](https://www.kraus.law/podcast/episode-6-creative-work-charles-wallace/): Brian Elliott sits down with Charles Wallace, a trademark and entertainment attorney, to explore IP for creators, work-for-hire agreements,… - [Episode 5: Ramblin' Through the Texas Business Courts](https://www.kraus.law/podcast/episode-5-business-courts-deep-dive/): An hour-long deep dive into Texas Business Court operations, the first major episode after the court had been running for several months. C… - [Episode 4: 2024 Reflections and 2025 Predictions](https://www.kraus.law/podcast/episode-4-2024-reflections/): A wide-ranging year-end retrospective covering the year's most significant legislative and business developments. Chuck and Brian discuss th… - [Episode 3: Getting Paid in College Sports](https://www.kraus.law/podcast/episode-3-college-sports-pay/): With guest Shannon Straughan, Chuck and Brian explore the rapidly evolving NIL landscape, transfer portal economics, and the legal infrastru… - [Episode 2: Equities in Dallas?](https://www.kraus.law/podcast/episode-2-equities-in-dallas/): Dallas is rising as a financial sector hub. Chuck and Brian discuss the Texas Stock Exchange announcement, Alberta-Texas business connection… - [Episode 1: Texas Business Courts](https://www.kraus.law/podcast/episode-1-texas-business-courts/): The inaugural episode introducing Texas's new specialized commercial court system. Chuck Kraus and Brian Elliott unpack what the Texas Busin… ## Optional - Phone: (682) 529-7177 - Address: 205 E Bridge St, Granbury, TX 76048 - Jurisdictions: Texas, Minnesota, Alberta (Canada); Washington (inactive) - Tagline: One attorney. One relationship. A whole firm deep. ## Business Valuation - [What Is Your Business Worth?](https://www.kraus.law/what-is-your-business-worth/): How business valuation works — income, market, and asset approaches; the four figures a serious read produces (asset sale, equity, enterprise, liquidation value); the value gap; worked restaurant example; FAQ. - [Why Owners Get a Valuation](https://www.kraus.law/why-owners-get-a-valuation/): Eight owner situations — selling, buying, partner buy-in/buyout, succession, estate and gift planning, insurance, raising capital, curiosity — and which valuation figure governs each. - [Indication of Value vs. Certified Appraisal](https://www.kraus.law/indication-of-value-vs-certified-appraisal/): Side-by-side comparison of a planning estimate versus a formal certified appraisal, which situations require each (divorce, estate/gift tax, IRS matters, SBA loans), and a decision tool. - [Exit-Readiness Scorecard](https://www.kraus.law/exit-readiness-scorecard/): Why identical earnings sell for different multiples; a seven-question self-assessment covering owner dependence, customer concentration, records, IP ownership, key employees, revenue quality, and assignability. - [Request a Business Value Estimate](https://www.kraus.law/business-value-estimate/): Complimentary indication of value on the Scale LLP platform, personally reviewed by Chuck Kraus; three-step process; free versus paid scope stated plainly. ## Start Here - [How Can I Help?](https://www.kraus.law/how-can-i-help/): Scenario-based routing to the right practice area — corporate, litigation, IP, employment, real estate, fintech — plus the one-call, no-wrong-door model with Scale LLP. ## Pages - [Service Area](https://www.kraus.law/service-area/): Geographic reach, Texas footprint, Scale LLP national platform, dual-qualified cross-border practice. - [Business Attorney in Granbury, Texas](https://www.kraus.law/business-attorney-granbury/): The home-base page. Kraus Law practices corporate and business law from Granbury, the Hood County seat, after 25 years of corporate work including three tours as a public company General Counsel; covers formation and company agreements, contracts and disputes, employment questions, fractional general counsel, and owner transactions, with specialist matters routed to Scale LLP (a national firm, 20 states) through one relationship. Phone (682) 529-7177. - [Fort Worth Owner-Transaction Counsel](https://www.kraus.law/business-attorney-fort-worth/): Deliberately narrow Tarrant County offer: the owner's side of M&A (exit readiness, valuation posture, LOI and diligence, purchase agreement negotiation, seller decisions), buy-sell architecture, and fractional general counsel, from one county west at a non-downtown cost structure. Notes the Texas Business Court Eighth Division seated in Fort Worth as a reason transaction documents should be drafted with that forum in mind. - [Texas Redomesticators 2024-26 Tracker](https://www.kraus.law/trackers/texas-redomesticators-2024-26/): Reference tracker of 17 public and private companies that have redomesticated to Texas since 2024, ExxonMobil, Dell, Tesla, Coinbase, and the broader 2026 proxy season wave. Sortable data with origin, date, mechanism, and stated rationale per entry. - [Texas Business Court Cases Tracker](https://www.kraus.law/trackers/texas-business-court-cases/): 67 Texas Business Court opinions from November 2024 through July 2026. Carries the complete Eighth Division (Fort Worth) corpus, all 24 opinions, plus 43 decisions from the First, Third, Fourth and Eleventh Divisions that changed how Chapter 25A is read. Sortable and filterable by division; each row carries a stable citation anchor. Includes Tall v. Vanderhoef (2025 Tex. Bus. 15, LLC company-agreement fiduciary waiver enforced under Rule 91a) and the Mavericks v. Stars contract dispute. For statewide statistics we cite the SMU Corporate Governance Initiative's Texas Business Court Codex rather than duplicating it. - [SB 29 Adopters Tracker](https://www.kraus.law/trackers/sb-29-adopters/): Reference tracker of 10 public companies that have publicly disclosed adoption of Texas SB 29 opt-in provisions, exclusive Texas forum, jury trial waivers, 3% derivative thresholds. ## Legal - [Terms & Conditions](https://www.kraus.law/terms-and-conditions): Site terms of use including attorney advertising notice, no-attorney-client-relationship disclaimer, copyright notice, limitation of liability, and privacy notice. ## Reference Works - [The Texas Business Court Performance Report](https://www.kraus.law/texas-business-court-performance-report/): First published study of the court's procedural numbers: median days from motion to ruling by division and judge, remand grant rate, motion outcomes, threshold-versus-merits split, and the Fifteenth Court's mandamus rate. 123 coded opinions, downloadable as CSV/JSON under CC BY 4.0. - [Texas Business Court Annual Review](https://www.kraus.law/texas-business-court-annual-review/): Standing, ordinal-numbered index of annual reviews of Texas Business Court opinions, one edition per year. First edition: [First Annual Review: Top Texas Business Court Opinions of 2025](https://www.kraus.law/texas-business-court-annual-review/2025/), ten opinions selected by disclosed qualitative criteria plus five more selected by a computed, reproducible longest-time-to-ruling rule, drawn from the firm's 123-opinion coded dataset. 15 rows, downloadable CSV/JSON under CC BY 4.0. - [Judge Jerry D. Bullard](https://www.kraus.law/texas-business-court-judges/bullard/): Practice reference for the Eighth Division's 8A docket: his published standing procedures summarized, verified bio, and his written output with median time to ruling. - [Judge Brian Stagner](https://www.kraus.law/texas-business-court-judges/stagner/): Practice reference for the Eighth Division's 8B docket: his published requirements summarized, verified bio, and his written output with median time to ruling.