O'Toole Atwell, PC Serving Clients In Texas & Colorado For OVER 20 Years
Business & Commercial Litigation
Phone 512-475-4740
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Mergers, acquisitions, and insurance issues

Texas residents who own businesses and are considering merging with or acquiring another company should be aware that there are multiple insurance issues that must be addressed. Before signing a merger and acquisition deal, business owners should consult with a transactional attorney to understand the various insurance issues and how to avoid being burdened with acquired liabilities.

In order to identify uncovered liabilities in a target company, it will be necessary to closely examine its insurance policies. A thorough review of any of the target business's contracts that may provide indemnification should also be conducted. This is highly important because the actual cost or value of the transaction can be affected by whether there are insurance policies in place for any identified or potential liabilities.

Why and how to identify interested parties for a will contest

In some cases, after a person's death in Texas, the will can be challenged. The person who files that challenge is also responsible for making sure that all "interested parties" are notified. This is because all interested parties must have the opportunity to participate in litigation if they choose to do so.

However, the process of identifying and notifying interested parties may be more complex than the challenger realizes, and there can be quite a large number of interested parties. All family members of the person who died are generally considered to be either actual or interested parties. This is the case even for those who are not named in the will.

How to choose an executor for a will

Texas residents who are creating a will also need to choose an executor. The executor is the person who deals with paying bills, finding and distributing assets and other tasks associated with managing the estate. Therefore, it is important to choose the right person for this role.

The executor does not have to have a background in financial and legal matters but should be responsible and know how to hire experts from those areas if necessary. A professional, such as an accountant or attorney, can act as executor although this can be costly. The person should also be in good financial standing. Some people may want to appoint a younger, alternate executor in case the first one cannot perform the duties, dies or does not want the responsibility.

Ways to resolve a dispute with your business partner

When you go into business with a partner, you do so with the idea of forming a long-term working relationship that benefits the both of you. Unfortunately, conflicts and disputes can arise at any time. Just when you think everything is going as planned, you have a disagreement that quickly spirals out of control.

It's easy to overreact during this difficult time, such as by escalating an argument or threatening to leave the business altogether. While frustrations may be high, it's important for both individuals to keep their cool.

Approaching probate correctly is more important than avoiding it

For a lot of estate planners in Texas, one of the primary goals is to avoid probate as much as possible, or for as many assets as possible. According to some experts, however, it's more important to approach probate correctly than to avoid it altogether. In cases where a person dies intestate, or without a will, an administrator is appointed by the probate court to manage the distribution of assets.

When a person dies testate, or with a will, their estate is managed by the executor named in the will. Having a will can save time for the decedent's heirs as the executor might be able to begin making distributions even as the probate process continues. Individuals who want certain assets to avoid probate can name heirs as co-owners on bank accounts or other valuable assets. Some assets can be set up with a transfer on death provision so that ownership automatically transfers to one owner when the other dies.

Caution necessary when considering a merger or acquisition

Mergers and acquisitions often enable Texas companies to thrive. Sometimes the transaction benefits both entities, but a decision maker at a company needs to evaluate multiple angles when approached with an acquisition offer. The due diligence process could identify good opportunities or reveal red flags that make the deal a poor direction for a company to take.

To avoid wasting time, an acquisition target should first judge the seriousness of a proposal. Any propositions that come from parties that do not involve high-level executives will likely go nowhere. A company's leadership should also identify the motivations behind any offer. The other company might simply want to eliminate a competitor or gain control of a product but ultimately fire the people working at the acquired company. An acquisition might only be a tactic for beefing up a company's value prior to an IPO.

Hot merger market expected in 2019

Many business owners in Texas are looking to expand their enterprises and their profits through mergers and acquisitions with other companies. In the third quarter of 2018, domestic mergers and acquisitions increased by over 30 percent. These transactions reached a total of $1.67 trillion throughout the year, the highest recorded value on record. Some financial experts expect that 2019 could see even more activity for business transactions.

Some noted that there is a high level of available liquidity, giving businesses access to the capital that they need to buy another company. While firms may use extra capital to repurchase shares or pay down debt, many find more opportunities for growth through pursuing acquisitions. Tax laws have changed to benefit corporations, another factor leading some companies to merge with other firms. While rising interest rates could affect some enthusiasm for buying another business, especially when financing is involved, experts expect to see continued high interest in acquisitions.

Franchisees file lawsuit against parent company

Those who choose to buy franchises in Texas and other states generally do so to take advantage of the brand exposure it provides. However, a lawsuit against Jack in the Box filed in Los Angeles claims that the company's CEO lacks a vision for the brand. The suit was filed by the National Jack in the Box Franchisee Association, and it claims that this lack of vision is causing the company to lose market share.

The lawsuit also says that franchisees were not paid for roof repairs that were conducted on corporate-owned stores. These stores were later sold to franchisees, and the full costs of these repairs were supposed to be covered by the company's Incentive Program. Ultimately, these costs were reclassified as remodeling costs. The suit claims that this was done in an effort to shortchange franchise owners.

How to protect your business in divorce: The circumstances matter

If you go through the divorce process, you can expect it to alter your personal life in a number of ways. For example, it may change the way you raise your children. Just the same, it can impact your finances.

As a business owner, it's important to understand the impact divorce can have on your company. If you're not careful about the steps you take, you could put your business at risk.

What to expect when becoming an estate executor

Those in Texas who are named estate executors or administrators might wonder what their duties are. An executor is responsible for paying taxes and debts, identifying assets and distributing those assets to beneficiaries. There may be other duties as well. The tasks can be daunting, but an executor is permitted to work with an attorney or other professionals if necessary.

One way to manage the responsibility is strong communication while the person who owns the estate is still alive. This includes knowing where legal documents and other important paperwork is located, having contact information for professionals associated with the estate, and knowing what is actually in the estate plan. Depending upon the age of the person, this could mean a years- or decades-long conversation about finances and the estate.

  • Super Lawyers Brian J. O'Toole | SuperLawyers.com
  • Board Certified Texas Board of Legal Specialization | Brian J. O'Toole - Civil Trial Law
  • Austin Bar Association
  • Texas Bar Foundation
  • Supreme Court of the State of Texas
  • United States District Court | District of Colorado
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O'Toole Atwell, PC
504 Lavaca Street, Suite 1010
Austin, TX 78701

Phone: 512-476-4740
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