# Ryan Reiffert, PLLC. > Business & Estate Planning Attorney in San Antonio --- ## Pages - [Claudia Cirlos](https://ryanreiffert.com/our-team/claudia-cirlos/): Claudia was born in San Antonio and raised in Laredo, Texas. She has over 6 years of experience working in... - [Trust Administration Services in San Antonio](https://ryanreiffert.com/trust-administration-services/): To ensure that your family and loved ones are adequately protected after you are gone, hire a trusts administration attorney in San Antonio, TX. - [Estate Planning to Avoid Probate in San Antonio](https://ryanreiffert.com/estate-plan-avoid-probate/): We can help with Estate Planning to Avoid Probate in San Antonio and surrounding areas. Call for San Antonio estate planning to avoid probate. - [Appointments](https://ryanreiffert.com/appointments/): - [Texas Incorporation Services](https://ryanreiffert.com/form-texas-corporation/): As a Texas Corporate Attorney, I offer many services for small businesses, growing businesses, and entrepreneurs. While the LLC may... - [What Should You Consider Before Signing a Commercial Lease?](https://ryanreiffert.com/commercial-lease/): What You Should Know Before You Sign a Commercial Lease  As a new or even experienced business owner, signing the... - [San Marcos Business Attorney](https://ryanreiffert.com/san-marcos/): A business & corporate lawyer in San Marcos, TX, Ryan Reiffert handles transactions, securities, small business, startups, estate planning & more. - [Our Team](https://ryanreiffert.com/our-team/): We provide high-quality legal services to investors, entrepreneurs, startups, and small and medium businesses in San Antonio and surrounding regions. - [S-Corporation: Tax Reduction and Liability Protection for Small Business](https://ryanreiffert.com/s-corporation/): If you need help with S-Corporation services, consult with a quality San Antonio small business attorney like Ryan Reiffert. Get a consultation today. - [Collection of All Infographics](https://ryanreiffert.com/free-resources/collection-of-all-infographics/): Law Offices of Ryan Reiffert, PLLC has made an effort to create a number of useful infographics for various practice... - [Nondisclosure Agreements: Q&A](https://ryanreiffert.com/nondisclosure-agreement-qa/): It is imperative to have a competent Business Attorney in your corner who has seen many of these NDAs and knows what he or she is looking at. - [What Is a Fiduciary Duty?](https://ryanreiffert.com/what-is-fiduciary-duty/): One of the areas in which corporate law and estate planning law have some amount of overlap is in the... - [Awards and Honors](https://ryanreiffert.com/awards-and-honors/):   See some of Ryan Reiffert’s awards and honors in the list below.   - [Media Mentions](https://ryanreiffert.com/media-mentions/):   See some of Ryan Reiffert’s features in the media below.   - [Fee Transparency](https://ryanreiffert.com/fee-transparency/): One of the most common questions that I am asked has to do with legal fees. Some people are (quite... - [Free Resources](https://ryanreiffert.com/free-resources/): I understand that it’s not always possible to hire an attorney. Whether due to availability of funds or any other... - [Contact](https://ryanreiffert.com/contact/): Contact form for your business issue. Do not send any privileged or confidential information. This form does not create attorney-client relationship. - [FAQ](https://ryanreiffert.com/faq/): Contains answers to some Frequently Asked Questions (FAQ) for Ryan Reiffert business attorney. If your question is not on this page, click the contact form! - [Blog](https://ryanreiffert.com/blog/): Get a business attorney’s perspective! This blog can educate and inform you on timely (or entertaining!) developments in the law. ***NOT LEGAL ADVICE*** - [Ryan Reiffert](https://ryanreiffert.com/our-team/ryan-reiffert/): Ryan Reiffert is a San Antonio, Texas corporate and estate planning attorney. He regularly represents startups, businesses, entrepreneurs and investors. - [Practice Areas](https://ryanreiffert.com/practice-areas/): Mission-critical services and legal expertise for your business to accomplish its goals, sideline risk, and grow, grow, grow! - [San Antonio Business & Estate Planning Attorney](https://ryanreiffert.com/): A business & corporate lawyer in San Antonio, TX, Ryan Reiffert handles transactions, securities, small business, startups, estate planning & more. ## Posts - [The Truth About LegalShield: An Attorney's Review – Is It Worth Your Money?](https://ryanreiffert.com/blog/truth-about-legalshield/): As an experienced attorney, I’ve seen countless individuals navigate the complexities of the legal system. I understand how information –... - [Gun Trusts 101 - What is a Gun Trust? Is a Gun Trust Right For You?](https://ryanreiffert.com/blog/gun-trusts-101-what-is-a-gun-trust-is-a-gun-trust-right-for-you/): As a responsible firearm owner, you understand that owning guns comes with significant responsibilities, not just in terms of safe... - [LegalZoom for LLC Formation in Texas: A Savvy Shortcut or a Costly Detour?](https://ryanreiffert.com/blog/legalzoom-llc-formation/): San Antonio’s entrepreneurial spirit is strong. New businesses are launching constantly. Yours could be next. Starting smart means choosing the... - [CTA in Limbo: Treasury Halts Enforcement for U.S. Businesses](https://ryanreiffert.com/blog/cta-limbo-nonenforcement/): The journey of the Corporate Transparency Act (CTA) has been nothing short of a rollercoaster for American business owners. Enacted... - [How Will the Mexico Tariffs Affect Your San Antonio Business?](https://ryanreiffert.com/blog/mexico-tariffs-san-antonio-business/): Feeling the Pinch and Navigating the Maze: How Tariffs on Mexico Could Squeeze San Antonio Small Businesses San Antonio, a... - [Do I Need An Estate Attorney?](https://ryanreiffert.com/blog/need-estate-attorney/): The question of whether to hire an attorney to settle an estate is one I hear frequently in my San... - [Medicaid Asset Protection Trusts (MAPTs) in Texas: Protecting Your Home & Savings from Long-Term Care Costs](https://ryanreiffert.com/blog/medicaid-trust/): Planning for Long-Term Care in San Antonio: Understanding the Medicaid Asset Protection Trust (MAPT) For many families here in San... - [Debunking the Top 4 Myths About the Corporate Transparency Act](https://ryanreiffert.com/blog/debunk-cta-myths/): In a few previous posts, we discussed the Corporate Transparency Act (or CTA). The first article in the series was... - [Who is Exempt from the Corporate Transparency Act (CTA)?](https://ryanreiffert.com/blog/cta-exemptions/): The Corporate Transparency Act (CTA), enacted as part of the National Defense Authorization Act for Fiscal Year 2021, mandates certain... - [What is the Corporate Transparency Act or CTA?](https://ryanreiffert.com/blog/corporate-transparency-act-overview/): What is the Corporate Transparency Act (CTA)? In an age where transparency and accountability are paramount in corporate governance, the... - [What is Tax-Deductible in 2023? —Business Owner Update](https://ryanreiffert.com/blog/what-is-tax-deductible-in-2023/): For many business owners, being able to deduct meal and entertainment expenses can be incredibly helpful for marketing and conducting... - [Legal Zoom for Wills: an Attorney's Honest Review](https://ryanreiffert.com/blog/legal-zoom-for-wills-review/): Legal Zoom is a popular online platform that provides legal services, including the creation of wills. One of the most... - [Does an LLC Need a Board of Directors (or Board of Managers)?](https://ryanreiffert.com/blog/does-llc-need-board-directors/): Does an LLC Need a Board of Directors? If you are interested in starting an LLC, one consideration you need... - [What To Do If An Employee Steals From Your Company](https://ryanreiffert.com/blog/what-to-do-employee-theft/): What If An Employee Steals From Your Company? As a business owner, one of the most difficult and frustrating things... - [What Are The Differences Between a Real Estate Lawyer and a Realtor?](https://ryanreiffert.com/blog/differences-real-estate-lawyer-vs-realtor/): What Are The Differences Between Real Estate Lawyer and a Realtor? Real estate law can be a complex and confusing... - [Explainer: Per Stirpes vs Per Capita](https://ryanreiffert.com/blog/per-stirpes-vs-per-capita/): Introduction: Texas Estate Planning We prepare quite a few estate plans, Wills, and trusts for our clients. One question that... - [Are Meals and Entertainment Tax Deductible? 2022 Brings More Tax Changes](https://ryanreiffert.com/blog/meals-entertainment-tax-deductible/): The deductibility of meals and entertainment has long been a “hot topic” for business owners – and understandably so! Being... - [San Antonio Real Estate Attorney Ryan Reiffert Quoted in Redfin Regarding What to do if a Contractor Quits in the Middle of a Job](https://ryanreiffert.com/blog/ryan-reiffert-redfin-contractor-quit/): San Antonio real estate lawyer Ryan Reiffert recently was interviewed by Redfin’s Julia Weaver for an important article containing guidance... - [Updating Your Estate Plan After a Divorce](https://ryanreiffert.com/blog/update-estate-plan-divorce/): Getting a divorce and the post-divorce period is full of emotional and financial turmoil for the divorcees. In such a... - [Doing Business In Mexico: How Has COVID-19 Affected the Texas-Mexico Border?](https://ryanreiffert.com/blog/business-mexico-covid/): How Has COVID-19 Affected the Communities along the Texas-Mexico Border? Federal Aid Helps Keep Pace Since the COVID-19 pandemic broke... - [6 Things to Know About Opening Non-Profits in Texas](https://ryanreiffert.com/blog/texas-nonprofits-6-things/): One question that I often get in the course of representing a business is whether, how, and how closely, a... - [Buying a Medical Practice: Business Lawyer's Corner](https://ryanreiffert.com/blog/buying-medical-practice/): Acquiring a Medical Practice ǀ A Guide for Doctors and Physicians Buying a medical practice is one of the significant... - [Noncompete Agreements and Nonsolicitation Agreements: What You Need To Know](https://ryanreiffert.com/blog/noncompete-nonsolicit-101/): What You Need to Know About Non-Competes and Non-Solicits as a Business Owner Today In this article, we will review... - [Texas Reinstates Franchise Tax Exemption for Veterans beginning in 2022!](https://ryanreiffert.com/blog/texas-reinstates-franchise-tax-exemption-veterans/): Texas Reinstates Veterans Franchise Tax Exemption Big News for 2022! Texas has reinstated the franchise tax exemption for veterans. This... - [New Estate Planning Rules For 2022](https://ryanreiffert.com/blog/estate-planning-rules-2022/): How Changes in 2022 Laws May Affect Your Estate Planning  This year, there are some known and proposed changes in... - [2022 Update: New Texas Laws going into force](https://ryanreiffert.com/blog/texas-laws-2022/): Texas Sees the Implementation of Twenty-Four New Bills As Of January 1, 2022 It’s been a busy time for Texas... - [Who Inherits Your Estate if You Die With No Will in Texas?](https://ryanreiffert.com/blog/inheritance-no-will-texas/): Who Inherits Your Estate if You Die With No Will in Texas? While most of us understand that having a... - [How To Obtain Letters Testamentary in Texas](https://ryanreiffert.com/blog/how-to-obtain-letters-testamentary/): What Are Letters Testamentary in Texas and How Can You Obtain Them?   After someone passes away, an executor or... - [Biggest Mistakes When Starting a Business - VIDEO](https://ryanreiffert.com/blog/business-mistakes-video/): What are the biggest mistakes that most new business owners make? While I obviously cannot tell you about ALL mistakes... - [Guide to Uncontested Probate in Bexar County](https://ryanreiffert.com/blog/uncontested-probate-bexar/): What Is An Uncontested Probate in Bexar County? Simply put, probate is the legal process that an estate goes through... - [What is Private Equity?](https://ryanreiffert.com/blog/what-is-private-equity/): While the term “private equity” may conjure visions of faceless businessmen in suits throwing around inscrutable finance jargon, odds are... - [How To Sue Someone in Small Claims Court (VIDEO)](https://ryanreiffert.com/blog/how-to-sue-small-claims/): SMALL CLAIMS 101: HOW TO SUE SOMEONE One question that I am asked with some frequency is, “I want to... - [Estate Planning Update: Texas Overhauls the Rule Against Perpetuities](https://ryanreiffert.com/blog/estate-planning-texas-rule-perpetuities/): Estate Planning Update Texas Overhauls the Rule Against Perpetuities Texas Estate Planning attorneys, sit up and take note! The Texas... - [How Bankruptcy Works](https://ryanreiffert.com/blog/how-bankruptcy-works/): How Bankruptcy Works: a short overview for businesses and individuals As a San Antonio business lawyer, I get all kinds... - [How to Withdraw From or Dissolve an LLC in Texas](https://ryanreiffert.com/blog/withdraw-dissolve-llc-texas/): How to Withdraw From or Dissolve an LLC in Texas Like any business enterprise, LLC ownership, called membership, can change... - [Breaking News: San Antonio has obtained a Temporary Restraining Order to mandate masks in schools!](https://ryanreiffert.com/blog/news-san-antonio-tro/): This blog post was co-written by Ryan Reiffert, San Antonio business and estate planning attorney, and Ishika Patel, an intern... - [DBA vs. LLC in Texas](https://ryanreiffert.com/blog/dba-vs-llc-texas/): Ask a Lawyer: DBA vs. LLC in Texas In this blog article, I will seek to answer one of the... - [Top 12 Surprising Facts About San Antonio](https://ryanreiffert.com/blog/facts-san-antonio/): Top 12 Surprising Facts about San Antonio While most of the articles that I publish here are related to business... - [Business Judgement Rule](https://ryanreiffert.com/blog/business-judgement-rule/): This article was written by Ishika Patel, an intern with the Law Offices of Ryan Reiffert, PLLC. The business judgment... - [Business Law Minute: Employment Contracts in Texas](https://ryanreiffert.com/blog/business-law-employment-contracts/): Business Law Minute: A Short Guide to Employment Contracts in Texas If you own a small business in Bexar County... - [Securities Update: FINRA Speaks Out On The Duty of Best Execution, Robinhood, Payment For Order Flow, and Market Manipulation](https://ryanreiffert.com/blog/best-execution-robinhood/): This past week (June 23, 2021), FINRA (the Financial Industry Regulatory Authority) issued its Regulatory Notice 21-23 entitled “FINRA Reminds... - [SCOTUS Protects Cheerleaders' Rights To Drop The F-Bomb](https://ryanreiffert.com/blog/scotus-cheerleader-fbomb/): A few weeks ago (June 7), I wrote here about some of the highest-profile Supreme Court cases of this term.... - [SAFEs for Startup Financing](https://ryanreiffert.com/blog/safes-for-startup-financing/): SAFEs (Simple Agreement for Future Equity) for Startup Financing In this article, we will attempt to provide a basic overview... - [Trial By Combat: The Sequel (My Interview with David Ostrom)](https://ryanreiffert.com/blog/trial-by-combat-update/): Roughly a year and a half ago, I wrote this blog article describing a man who requested a trial by... - [Real Estate Reactions: What is a Commercial Lease?](https://ryanreiffert.com/blog/real-estate-reactions-what-is-a-commercial-lease/): What is a Commercial Lease? Simply stated, a commercial lease is a lease that covers a commercial property (as opposed... - [How to Settle a Dispute With Your Contractor, Without Litigation](https://ryanreiffert.com/blog/contractor-disputes/): Are you concerned about the quality of work delivered by your contractor? Maybe they are not following the scope of... - [June Could Bring Some Big SCOTUS Rulings for 2021](https://ryanreiffert.com/blog/june-scotus-2021/): June is the last month of the Supreme Court’s annual term. And, like so many of the rest of us,... - [Should I Hire an Attorney to Draft My Will, Or Do It Myself?](https://ryanreiffert.com/blog/draft-will-self-attorney/): Should I Hire a San Antonio Estate Planning Attorney to Draft My Will? Introduction All of us – well, many... - [New Video: Can Businesses Require Employees Get COVID Vaccine?](https://ryanreiffert.com/blog/video-mandatory-vaccination/): Head on over to our YouTube channel for the latest video chronicling the updates in the saga of the COVID... - [EXPLAINER: Trade Secrets](https://ryanreiffert.com/blog/explainer-trade-secrets/): Trade secrets and other confidential or proprietary information can be some of the most valuable assets that a company owns.... - [CDC Lifts Mask Mandate for Vaccinated People - What Does It Mean For Your Business?](https://ryanreiffert.com/blog/cdc-mask-mandate/): The CDC has recently made major changes to its guidance for mask-wearing. On May 13, 2021, the CDC issued guidance... - [What are SPACs? (Video Explainer)](https://ryanreiffert.com/blog/spac-explainer/): SPACs, or Special Purpose Acquisition Companies, are very popular investment vehicles recently. In this three-minute explainer video, I provide an... - [VIDEO EXPLAINER: The Basics of Intellectual Property, with special guest Pete Adams](https://ryanreiffert.com/blog/intellectual-property-explainer/): On March 15, 2021, I had the first of my “conversations” videos with a good friend of mine, intellectual property... - [8 important reasons to have an estate plan right now](https://ryanreiffert.com/blog/8-reasons-estate-plan/): Estate planning is important. Here are eight important reasons to have an estate plan now. San Antonio business and estate planning attorney Ryan Reiffert. - [Texas Appellate Court Deals Another Blow to San Antonio’s Sick Leave Ordinance](https://ryanreiffert.com/blog/appellate-sick-leave/): San Antonio Sick Leave Ordinance gets another strike against it from the Fourth Court of Appeals. - [Texas has lifted its mask mandate! BREAKING NEWS!](https://ryanreiffert.com/blog/texas-lifts-mask/): - [Price Gouging Explained](https://ryanreiffert.com/blog/snowpocalypse/): - [GameStop, Hedge Funds, WallStreetBets, Stock Manipulation, and more (or, what the hell is going on in the stock market???)](https://ryanreiffert.com/blog/gamestop-market-mayhem/): What is going on with Gamestop and the market? What is a pump and dump? What is a short squeeze? Is any of this EVEN LEGAL? Read more… - [Intro to Estate Disclaimers in Texas](https://ryanreiffert.com/blog/estate-disclaimers-texas/): How to file a disclaimer of an estate in Texas. Some important considerations to examine before filing a disclaimer. - [Happy New Year! … here is the list of works that entered the Public Domain on January 1, 2021](https://ryanreiffert.com/blog/copyright-day-2021/): These works entered into the public domain on January 1, 2021. A corporate lawyer discusses copyrights. - [SEC Raises Some Exemption Caps, Expanding Access to Capital (& Integration Framework)](https://ryanreiffert.com/blog/sec-exemption-caps/): The SEC raised the caps for some exemptions for private securities offerings, clearing the way for improved private fundraising. - [Indian doctor tricked into buying “Aladdin’s Lamp” (complete with 100% real and totally not fake at all Genie) for $200k](https://ryanreiffert.com/blog/aladdins-lamp-fraud/): Corporate lawyer discusses a funny story of a contract gone wrong. - [SEC Expands Definitions of Accredited Investor and QIB, Widening Access to Private Offerings](https://ryanreiffert.com/blog/sec-accredited-investors/): Access to private securities offerings was broadened by expanding the Accredited Investor and Qualified Institutional Buyer definitions. Read more inside. - [EXPLAINER: CONTRACTS 101](https://ryanreiffert.com/blog/explainer-contracts/): This is an explainer meant to give you a basic understanding of contract law (written by a corporate lawyer with help from a law student) - [Top 10 Largest Mergers & Acquisitions since 2010](https://ryanreiffert.com/blog/top-10-ma-deals/): What were the largest 10 M&A deals of the last decade? A law student and corporate attorney discuss. - [How to Purchase (or Sell) a Business Now in 5 Steps](https://ryanreiffert.com/blog/5-steps-purchase-business/): How to purchase a business: the 5 steps you need to know from courting to closing. From Ryan Reiffert, San Antonio corporate lawyer. - [COVID-19 Waivers: When to Use Them, How They Protect You (Or, How They Sometimes Don’t), and A Few Things to Watch Out For](https://ryanreiffert.com/blog/covid-19-waivers/): Businesses and corporations are increasingly looking to contractual waivers for limiting COVID liability. Do they work? Should you use one? - [COVID-19 and Force Majeure: another look](https://ryanreiffert.com/blog/covid-19-and-force-majeure-another-look/): A transactional attorney and law student analyze COVID-19 in light of contractual Force Majeure or Act of God clauses. - [BREAKING NEWS: More Relief Coming for Small Businesses as Government Refills the Loan Program (a.k.a. PPP Round 2)](https://ryanreiffert.com/blog/ppp-refill/): Congress is taking the first steps toward expanding the Payroll Protection Program. What does your business need to know? Get the legal perspective here. - [INFOGRAPHIC: How a Startup Grows](https://ryanreiffert.com/blog/startup-infographic/): INFOGRAPHIC: how a startup grows. Ryan Reiffert, San Antonio business attorney provides some insight for your startup’s growth plan. - [Coronavirus relief: the CARES Act passes House & Senate, goes to White House [UPDATED]](https://ryanreiffert.com/blog/coronavirus-relief-act/): The House and Senate passed a $2T stimulus bill to address COVID-19. Will this benefit your small business? A business attorney’s perspective. - [Could the COVID-19 Coronavirus from Wuhan, China be a Terminal Illness for your Contract? Force Majeure, Acts of God, and Your Business](https://ryanreiffert.com/blog/covid-19-force-majeure/): San Antonio corporate lawyer Ryan Reiffert provides analysis of contracts and Force Majeure in light of COVID-19 - [Top 7 Questions to Ask Before Engaging a Business Attorney](https://ryanreiffert.com/blog/top-7-questions-to-ask-before-engaging-a-business-attorney/): Selecting corporate counsel for your business is an important decision. Here are seven questions to ask for this important engagement. - [Transition Services Agreements: overview and new developments](https://ryanreiffert.com/blog/transition-services-agreements-overview-and-new-developments/): Ryan Reiffert, a San Antonio corporate attorney updates you on Transition Services Agreements (TSAs) – a common deal document for mergers and acquisitions - [SECURE Act: dramatic changes for Estate Planning](https://ryanreiffert.com/blog/secure-act/): Estate Planning changes were implemented by Congress in January 2020 – Ryan Reiffert, San Antonio estate planning attorney and corporate lawyer, discusses - [Manager Held Personally Liable for Company Contract Breach](https://ryanreiffert.com/blog/manager-held-personally-liable-for-company-contract-breach/): Ryan Reiffert, San Antonio corporate attorney, discusses the alarming case of a manager who was held personally liable for a company contract - [Is Your Deal’s “Exclusive Remedy” Really Exclusive? Delaware Chancellors Say… Maybe Not](https://ryanreiffert.com/blog/transaction-remedies-delaware/): In this case, Delaware held that an “exclusive remedy” termination fee was actually not exclusive. Exercise caution when making deals. - [Kansas Man Demands ‘Trial By Combat’ to Settle Custody Dispute](https://ryanreiffert.com/blog/trial-by-combat/): A Kansas man has challenged his ex-wife and her attorney to a trial by combat with japanese samurai swords. - [Goldman Sachs Will Reject Your IPO if Your Board is All Straight White Men](https://ryanreiffert.com/blog/ipo-diversity/): In January 2020, David Solomon, CEO of Goldman Sachs, announced that the investment bank would refuse IPOs of companies with all-male boards of directors. - [Big Changes to Securities Offering Exemptions on the Horizon? SEC Seeks Comments on “Harmonization” of Exemptions](https://ryanreiffert.com/blog/big-changes-to-securities-offering-exemptions-on-the-horizon-sec-seeks-comments-on-harmonization-of-exemptions/): July 2019: the SEC signalled that it would be undertaking a review of securities offering exemptions. Startups, small businesses, and investors, take note! ## Faqs - [How much do you charge for a consultation?](https://ryanreiffert.com/blog/faqs/how-much-do-you-charge-for-a-consultation-2/): We charge a fee of $100 for the initial consultation. If you decide to move forward with us, the amount... - [What is Startup Law?](https://ryanreiffert.com/blog/faqs/what-is-startup-law/): Small businesses and startups often face many similar legal issues. It can be a tremendous benefit to you to have... - [What is an Outside General Counsel?](https://ryanreiffert.com/blog/faqs/what-is-an-outside-general-counsel/): An in-house general counsel (or GC) is an attorney who works inside of an organization and serves as the “quarterback”... - [How Do I Choose an Estate Planning Attorney?](https://ryanreiffert.com/blog/faqs/how-do-i-choose-an-estate-planning-attorney/): The short answer is the same as choosing a corporate attorney. Above all, you should choose someone you trust. Education... - [What is Estate Planning Law?](https://ryanreiffert.com/blog/faqs/what-is-estate-planning-law/): Estate Planning Law is a body of law that encompasses several different but inter-related goals. Fundamentally, it is about ordering... - [How Do I Choose a San Antonio Corporate Attorney?](https://ryanreiffert.com/blog/faqs/how-do-i-choose-a-san-antonio-corporate-attorney/): Above all, you should choose someone you trust. When evaluating corporate lawyers or business lawyers, education and experience are also... - [What is Corporate Law?](https://ryanreiffert.com/blog/faqs/what-is-corporate-law/): Corporate law (despite the name) is not just about corporations! Corporate attorneys practice business law and represent business entities, including... - [Do I really need an attorney?](https://ryanreiffert.com/blog/faqs/do-i-really-need-an-attorney/): Maybe. Sometimes it’s too early (or too late) for an attorney to get involved, and other times it’s the exact... - [What industries do you have experience in?](https://ryanreiffert.com/blog/faqs/what-industries-do-you-have-experience-in/): I have represented many companies in many different industries, including: technology, banking, oil & gas, real estate, medical & nursing,... - [Do I need to come into your office and meet you in person to retain you or receive legal services?](https://ryanreiffert.com/blog/faqs/do-i-need-to-come-into-your-office-and-meet-you-in-person-to-retain-you-or-receive-legal-services/): Not necessarily. While it is often preferable for you to come into the office for a first meeting, we can... - [Do you handle Personal Injury, Child Custody, Divorce, Immigration, or Criminal cases?](https://ryanreiffert.com/blog/faqs/do-you-handle-personal-injury-child-custody-divorce-immigration-or-criminal-cases/): No. You’ve heard the phrase “jack of all trades, but master of none” haven’t you? That isn’t me. I am... - [What payment methods do you accept?](https://ryanreiffert.com/blog/faqs/how-much-do-you-charge-for-a-consultation/): We accept cash, checks, wire transfer, Venmo, PayPal, Visa, Master Card, American Express, and Discover. If you wish to explore... - [Are you the right Law Firm for me?](https://ryanreiffert.com/blog/faqs/are-you-the-right-law-firm-for-me/): Choosing a lawyer or law firm to represent you is an incredibly important decision. I can deliver the personal attention... - [I need a quote. Whom do I contact?](https://ryanreiffert.com/blog/faqs/i-need-a-quote-whom-do-i-contact/): You can submit a request via email at info@ryanreiffert. com, or you can also request more information, including a fee... --- # # Detailed Content ## Pages ### Claudia Cirlos - Published: 2024-09-10 - Modified: 2024-09-10 - URL: https://ryanreiffert.com/our-team/claudia-cirlos/ Claudia was born in San Antonio and raised in Laredo, Texas. She has over 6 years of experience working in the legal field as a legal assistant. The legal field allows her to fulfill both her passion for learning and for helping those in need. When she is not busy with work, she enjoys watching her kids play sports. She also enjoys spending time with her family, friends and especially her 6 children and two grandchildren. --- ### Trust Administration Services in San Antonio > To ensure that your family and loved ones are adequately protected after you are gone, hire a trusts administration attorney in San Antonio, TX. - Published: 2022-03-24 - Modified: 2025-02-28 - URL: https://ryanreiffert.com/trust-administration-services/ If you want to ensure that your family and loved ones are adequately protected after you are gone, a Trust is often recommended as an estate planning strategy. As you are aware if you have read our information regarding different types of trusts.  Since the trustee is under a fiduciary duty to manage the trust for the benefit of the beneficiaries (in compliance with the trust instrument or declaration of trust), information about the trust is a critical component of that process. It is important to choose a trust administration team for your estate that you can count on. The basics of a Trust include: (1) the Trust will hold some or all of your property, as you may designate, (2) you can assign who gets what, and under what conditions or restrictions, timeframes, etc. in case of your demise in the trust instrument, and (3) all of this is managed by the trustee, who is - as noted before - under a fiduciary duty to the beneficiaries. Trusts are one significant strategy to help you avoid the probate process, if this is your goal. The trustee is obligated to provide the specified resources to the beneficiaries as directed in the trust instrument, and to manage the trust competently, as specified in the trust instrument. During your life or after your death, your loved ones may need to get in touch with the trustee (or successor trustee) for their rightful share of the proceeds, according to the rules you established in... --- ### Estate Planning to Avoid Probate in San Antonio > We can help with Estate Planning to Avoid Probate in San Antonio and surrounding areas. Call for San Antonio estate planning to avoid probate. - Published: 2022-03-16 - Modified: 2025-02-28 - URL: https://ryanreiffert.com/estate-plan-avoid-probate/ The term probate refers to a legal process of property distribution upon your demise. An attorney consulted by the heirs of the estate is the one who typically initiates probate. In this process, a probate court will validate your will and authorize your will's executor to distribute your property to the beneficiaries as well as pay all taxes owed on your property. What If You Do Not Have A Will? If you do not have a will, another administrative proceeding (called an “heirship”) will take place for the court to decide how to divide your estate. In this scenario, the probate court will judicially determine who your heirs are, in accordance with the Texas Estates Code, and assign an administrator for your property and estate. This administrator will then follow the judge's order on the distribution of your estate. Importance of Avoiding Probate While Texas probate is a relatively simple and easy process to distribute your estate upon death, many people wish to avoid it – and there are some good reasons for that. The first reason is that probate can be a slow process and may take years for the court to finalize. This is especially true if the will is too complicated or someone contests your will, but even in the “ideal” case of a smooth probate, the process can take a few months. Secondly, avoiding probate can reduce costs. A complex or contested probate can also be a costly affair between attorney's fees, executor fees, and other... --- ### Appointments - Published: 2022-03-12 - Modified: 2023-11-02 - URL: https://ryanreiffert.com/appointments/ --- ### Texas Incorporation Services - Published: 2021-08-28 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/form-texas-corporation/ As a Texas Corporate Attorney, I offer many services for small businesses, growing businesses, and entrepreneurs. While the LLC may be the "entity of choice" for many people recently, the corporation still has many benefits. Among the services I offer, if you are looking to start a business and depending upon your choice of entity, I can help you create your Texas Corporation. Contact us today! Some benefits of a Texas Corporation: Limit Personal Liability: shield your personal assets from business liabilities Separate Legal Entity: also protection for Corporation's assets More Protection for Minority Shareholders: the Corporation typically provides more protection/voting rights for minority shareholders than the LLC and the Limited Partnership Asset Protection Planning: one or several Corporations are frequently used in asset protection planning (sometimes in conjunction with other entities Predictability and Appeal to Investors: Because Corporations are older, more rule-bound, and more traditional than LLCs, they are predictable for shareholders and hold a strong appeal for investors ... and more When you hire your Texas Corporate Lawyer to prepare your business entity - in this case, a Texas Corporation - there are four main sets of documents that must be prepared. While it is possible to prepare some of these documents yourself, it will likely be necessary to retain a competent Texas Corporate Attorney to prepare a quality set of documents that “covers all the bases. ” These three main sets of documents are: Certificate of Incorporation Organizational Resolutions (of different sorts) Officer and Director Appointments, Consents, and... --- ### What Should You Consider Before Signing a Commercial Lease? - Published: 2021-08-28 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/commercial-lease/ What You Should Know Before You Sign a Commercial Lease  As a new or even experienced business owner, signing the lease on a commercial space can be a complicated venture and, depending on availability, can demand some patience and a lot of homework. In the business world, knowledge is power. Unfortunately, lack of knowledge can trip you up and cause untold stress and financial and legal heartache. Before you venture into the world of leasing commercial property and signing a commercial lease, arm yourself with information. Research is your new best friend as you try to understand the type of property you need, the size, and all the other incidentals that go into leasing a commercial space. One of the best ways to do that is to speak with an experienced San Antonio business lawyer or a commercial real estate attorney who you can trust.   Understand Your Needs  Like anything else, it’s better to understand your needs before you seek out prospects. Looking at commercial property will be overwhelming without understanding exactly what you are looking for, the geographic area you want to target, and how much you can afford to pay. Consider your space. Some spaces will require modifications such as provisions for offices or cubicles within the larger area, or additional wiring for better communications systems. Consider your competition. Do you have competitors in the area? Will the landlord be able to lease to a competitor once you are in? You should understand the concept of exclusive-use... --- ### San Marcos Business Attorney > A business & corporate lawyer in San Marcos, TX, Ryan Reiffert handles transactions, securities, small business, startups, estate planning & more. - Published: 2021-08-27 - Modified: 2025-02-28 - URL: https://ryanreiffert.com/san-marcos/ --- ### Our Team > We provide high-quality legal services to investors, entrepreneurs, startups, and small and medium businesses in San Antonio and surrounding regions. - Published: 2021-08-04 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/our-team/ We provide high-quality legal services to investors, entrepreneurs, startups, and small and medium businesses in San Antonio and the surrounding region with the same depth of legal knowledge and quality of advice as a much larger firm, but with a keener sense of business understanding. --- ### S-Corporation: Tax Reduction and Liability Protection for Small Business > If you need help with S-Corporation services, consult with a quality San Antonio small business attorney like Ryan Reiffert. Get a consultation today. - Published: 2021-06-24 - Modified: 2025-02-28 - URL: https://ryanreiffert.com/s-corporation/ You may have heard of S-Corporations before. Odds are good that if you have heard of the S-Corporation, it was in the context of a tax reduction strategy. The S-Corporation is one of the great intersections of business entity liability protection, asset protection, and tax reduction. Which is one of the things they're good for. But they're also good for much more than that, as I discuss in this brief summary video from my YouTube channel. (PLEASE CONSIDER SUBSCRIBING FOR LEGAL NEWS AND EXPLANATIONS! ) As I note in the video above, there is actually no such entity as an "S-Corporation"... the thing that people refer to as an "S-Corporation" is, from a legal perspective, just a regular corporation. Like any other corporation, from your neighbor's car washing business to the biggest behemoths of the Fortune 500. The "S" in "S-Corporation" actually is a tax distinction, not a legal distinction. An S-Corporation is a corporation that has validly filed with the IRS a Form 2553 Election by a Small Business Corporation, the effect of which is to pass all taxable effects from the entity through to the shareholders in proportion to their ownership of the corporation - including income, loss, credits, deductions, realized gains, etc. All of it. In contrast, a corporation that has not made the S-Election is called a C-Corporation (legally indistinguishable - just a corporation) because it is taxed under subchapter C rather than subchapter S. In practical terms, that means that the earnings of a C-Corporation are taxed twice... --- ### Collection of All Infographics - Published: 2021-06-12 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/free-resources/collection-of-all-infographics/ Law Offices of Ryan Reiffert, PLLC has made an effort to create a number of useful infographics for various practice area pages. In case you are having difficulty finding those infographics, or would like to compare and contrast them, on this page, we have collected all of them in one place. As always, please contact us with any questions.                                 --- ### Nondisclosure Agreements: Q&A > It is imperative to have a competent Business Attorney in your corner who has seen many of these NDAs and knows what he or she is looking at. - Published: 2021-06-10 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/nondisclosure-agreement-qa/ Attorney Q&A: The Nondisclosure Agreement (NDA) One of the first agreements that many startups, businesses, or entrepreneurs encounter (whether via being asked by someone else to sign one, or employing one themselves) is the Nondisclosure Agreement (sometimes referred to as a Confidentiality Agreement or abbreviated as simply "NDA"). At the Law Offices of Ryan Reiffert, this is one of the most common agreements that we are asked to draft or evaluate and mark up. I can't tell you how important it is to have a competent Business Attorney who has seen many of these NDAs and knows what he or she is looking at, in your corner. Signing an overly-restrictive NDA, as the recipient, or using an overly-permissive NDA, as the discloser, can spell disaster. But again, that's why you bring your Business Attorney with you.   What is an NDA? Simply put, an NDA prohibits either party from disclosing certain information shared with it by another party.   What information is covered by an NDA? We will get to this more below, but generally the NDA will contain a definition of "Confidential Information" or a similar term, defining information that is protected from disclosure.   Does an NDA go both ways? Does it prevent disclosures from A to B as well as from B to A? Sometimes yes, sometimes no - it certainly can, but it's not automatic or mandatory. Mutual Nondisclosure Agreements (sometimes called "MNDAs") are quite common, particularly in the early phases of M&A transactions. But, they... --- ### What Is a Fiduciary Duty? - Published: 2021-06-09 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/what-is-fiduciary-duty/ One of the areas in which corporate law and estate planning law have some amount of overlap is in the concept of fiduciary duties. An executor of an estate and a trustee of a trust, for example, each has a fiduciary duty to the beneficiaries. Similarly, a corporate director has a fiduciary duty to the shareholders... . but what does it actually mean to say that someone is subject to a fiduciary duty? Read on to learn more about what a fiduciary duty is and how it might impact you. What is Fiduciary Duty? Do you owe a fiduciary duty to anyone? Chances are that you do, but may not fully understand your legal obligations or inherent risks in that capacity. What are fiduciary duties and what are the risks if you don’t fulfill them as a business owner? Fiduciary Duty, Defined When you have a fiduciary duty toward another, you are legally responsible for acting in a trustworthy capacity within the relationship. This includes acting with professionalism and discretion, accepting the trust and confidence that the other person has placed in you. As a fiduciary, you owe the other party, or beneficiary, the highest degree of care and devotion. While there are many different duties that the law recognizes, none is held to as high an obligation as a fiduciary duty. Legally, a fiduciary duty obligates you to certain things. First, you have a legal duty to act in the other party’s best interests over your own. This also requires... --- ### Awards and Honors - Published: 2021-06-01 - Modified: 2024-09-24 - URL: https://ryanreiffert.com/awards-and-honors/   See some of Ryan Reiffert's awards and honors in the list below.   --- ### Media Mentions - Published: 2021-05-04 - Modified: 2022-04-21 - URL: https://ryanreiffert.com/media-mentions/   See some of Ryan Reiffert's features in the media below.   --- ### Fee Transparency - Published: 2021-03-26 - Modified: 2022-05-09 - URL: https://ryanreiffert.com/fee-transparency/ One of the most common questions that I am asked has to do with legal fees. Some people are (quite understandably) afraid to hire an attorney because of the steep hourly rates that can be involved. The almighty Billable Hour has been a cornerstone of the legal profession for decades. Attorneys are expensive; especially good attorneys. But we’re not as expensive as a company-destroying litigation or a lucrative business deal gone wrong. So, what to do about this? While I cannot wave a magic wand and make high-quality legal services free, I can work with your business to help you get more predictability with some alternative fee structures. Many times, an hourly rate is the cleanest option. Other times, it is not. Maybe all you need is a quick phone call from time to time.  We can do a subscription fee. Or maybe your project is a one-off, with nothing fancy.  We can do a flat fee. But, above all, I’ll make sure you’re aware of what direction the fee-clock is going. --- ### Free Resources - Published: 2021-03-26 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/free-resources/ I understand that it’s not always possible to hire an attorney. Whether due to availability of funds or any other reason, sometimes you’re just in a situation where you’ve got to do it yourself. I have gathered together some links to free legal resources that may help you out. This is not an exhaustive list. Not every free resource will be appropriate to you. In addition, there are occasionally free legal clinics scheduled by various organizations that may be able to help you, so you are encouraged to check your local community calendars for such free legal advice clinics. Be forewarned, though, that representing yourself in legal matters is not the easiest thing to do, and you can accidentally make things worse. Moreover, I make no warranty or guarantee regarding the quality or accuracy of any of the linked sites. Without any further ado, here are some helpful links. Texas Law Help is a website dedicated to providing free and reliable legal information to low-income Texans. It is a project of the Texas Legal Services Center, and is supported by the Texas Access to Justice Foundation, Texas Bar Foundation, Travis County Law Library, and Texas Legal Aid Organizations. The Texas Bar Lawyer Referral Information Service (LRIS) is the official lawyer referral service of the State Bar of Texas. While the LRIS staff is unable to provide legal advice, they maintain an extensive directory of participating attorneys in various geographic regions and practice areas that they can connect you with. The... --- ### Contact > Contact form for your business issue. Do not send any privileged or confidential information. This form does not create attorney-client relationship. - Published: 2021-03-18 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/contact/ --- ### FAQ > Contains answers to some Frequently Asked Questions (FAQ) for Ryan Reiffert business attorney. If your question is not on this page, click the contact form! - Published: 2021-03-18 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/faq/ --- ### Blog > Get a business attorney’s perspective! This blog can educate and inform you on timely (or entertaining!) developments in the law. ***NOT LEGAL ADVICE*** - Published: 2021-03-18 - Modified: 2022-11-08 - URL: https://ryanreiffert.com/blog/ --- ### Ryan Reiffert > Ryan Reiffert is a San Antonio, Texas corporate and estate planning attorney. He regularly represents startups, businesses, entrepreneurs and investors. - Published: 2021-03-18 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/our-team/ryan-reiffert/ --- ### Practice Areas > Mission-critical services and legal expertise for your business to accomplish its goals, sideline risk, and grow, grow, grow! - Published: 2021-03-18 - Modified: 2025-02-28 - URL: https://ryanreiffert.com/practice-areas/ --- ### San Antonio Business & Estate Planning Attorney > A business & corporate lawyer in San Antonio, TX, Ryan Reiffert handles transactions, securities, small business, startups, estate planning & more. - Published: 2021-03-18 - Modified: 2024-09-10 - URL: https://ryanreiffert.com/ --- ## Posts ### The Truth About LegalShield: An Attorney's Review – Is It Worth Your Money? - Published: 2025-05-09 - Modified: 2025-06-04 - URL: https://ryanreiffert.com/blog/truth-about-legalshield/ - Categories: Uncategorized As an experienced attorney, I've seen countless individuals navigate the complexities of the legal system. I understand how information – and sometimes misinformation – reaches you online. Today, I'm putting LegalShield under the microscope. You've likely seen their ads or come across them in your search for affordable legal help. Their online presence is strong. But is LegalShield good? More importantly, is LegalShield worth it when you genuinely need quality legal representation? This in-depth LegalShield review aims to uncover the truth about LegalShield, looking at the LegalShield pros and cons, what services they offer, and crucially, what they don't. Many people searching for "affordable lawyer" or "legal plan" will inevitably find LegalShield. Their marketing is effective. But as an attorney, my focus is on the substance behind the marketing. Does this "pre-paid legal service" truly deliver value and, most importantly, competent legal assistance? Let's dive in. LegalShield Pros and Cons: The Alluring Pitch vs. The Attorney's Reality LegalShield's proposition is undeniably attractive on the surface. For a monthly fee, you get "access" to a network of law firms for various common legal issues. The "Pros" Often Highlighted (and Seen in Many LegalShield Reviews): Affordability: Compared to typical attorney retainer fees and hourly rates, the low monthly cost seems like a bargain. This is a primary selling point. Accessibility: The idea of having a lawyer "on call" for consultations, document reviews, or simple letter writing is comforting for many. Basic Services: For very routine matters like a traffic ticket, members might... --- ### Gun Trusts 101 - What is a Gun Trust? Is a Gun Trust Right For You? - Published: 2025-05-08 - Modified: 2025-05-08 - URL: https://ryanreiffert.com/blog/gun-trusts-101-what-is-a-gun-trust-is-a-gun-trust-right-for-you/ - Categories: Uncategorized As a responsible firearm owner, you understand that owning guns comes with significant responsibilities, not just in terms of safe handling and storage, but also legal compliance. Navigating the complex web of federal, state, and local firearms laws can be daunting. For many gun owners, especially those with extensive collections or those interested in owning items regulated by the National Firearms Act (NFA), a powerful yet often misunderstood legal tool exists: the Gun Trust, also known as a Firearms Trust or NFA Trust. This article will delve into the world of gun trusts. We'll explore what they are, how they function, their numerous benefits, who can benefit most from establishing one, and critical legal considerations to keep in mind. What Exactly is a Gun Trust? At its core, a gun trust is a specialized legal entity – typically a revocable living trust – designed specifically to hold legal title to firearms. Think of it as a legal "box" you create to own your guns, rather than owning them in your individual name. Like other types of living trusts used in estate planning, a gun trust has several key roles: Grantor (or Settlor): This is the person who creates and funds the trust (transfers their firearms into it). This is likely you. Trustee(s): These are the individuals (including the grantor, if desired) who manage the trust and have legal authority to possess and use the firearms owned by the trust. You can name multiple trustees. Beneficiaries: These are the individuals who... --- ### LegalZoom for LLC Formation in Texas: A Savvy Shortcut or a Costly Detour? - Published: 2025-05-07 - Modified: 2025-05-08 - URL: https://ryanreiffert.com/blog/legalzoom-llc-formation/ - Categories: Uncategorized San Antonio's entrepreneurial spirit is strong. New businesses are launching constantly. Yours could be next. Starting smart means choosing the right legal structure. For many (not all), the Limited Liability Company (LLC) is the answer. It offers asset protection, relative simplicity, and operational flexibility. You want to be efficient. You want to save money. So, online services like LegalZoom might seem like a great option for your LLC formation in San Antonio. But is it a truly prudent move? Or could LegalZoom lead to unexpected problems and higher costs later on? As a San Antonio business attorney, I've seen it all. I know what works—and what backfires—when people form their businesses. This article provides an detailed look at whether LegalZoom is the right tool for your LLC formation in San Antonio. We will explore the details that simple online searches often miss. We'll cover how to form an LLC, coonsider LegalZoom good for this crucial step, and answer the key question: do I need an attorney to form an LLC? LegalZoom's appeal is clear. It promises a straightforward process. It often appears cheaper. It suggests you can get your LLC documents quickly. However, forming an LLC is much more than just filing a form with the Texas Secretary of State. It's about constructing a solid legal foundation specifically for your business—your vision, your operations, your long-term goals. LegalZoom promises to make this simple. Yet, the reality can be more complex. It's often filled with potential pitfalls that could ultimately cost... --- ### CTA in Limbo: Treasury Halts Enforcement for U.S. Businesses - Published: 2025-05-06 - Modified: 2025-05-08 - URL: https://ryanreiffert.com/blog/cta-limbo-nonenforcement/ - Categories: Business Attorney, Business Law, Corporate Transparency Act (CTA), Political Landscape, Small Business, Transactional The journey of the Corporate Transparency Act (CTA) has been nothing short of a rollercoaster for American business owners. Enacted with the laudable goal of combating illicit financial activities by increasing transparency in entity ownership, its rollout has been fraught with legal challenges, confusion, and now, a dramatic policy reversal from the U. S. Department of the Treasury and the Financial Crimes Enforcement Network (FinCEN). As of early May 2025, the landscape looks vastly different than it did at the start of the year. In a significant development culminating in March 2025, Treasury and FinCEN announced a halt to CTA enforcement actions for most U. S. domestic businesses and signaled an intent to formally narrow the rule's scope, primarily targeting foreign entities. This was further solidified by an Interim Final Rule reportedly issued by FinCEN on March 21, 2025, which appears to exempt U. S. entities from the Beneficial Ownership Information (BOI) reporting requirements. While this news may bring a sigh of relief to millions of small business owners across the country, the situation remains fluid and carries underlying complexities. As an expert lawyer, legal educator, and SEO strategist, my goal in this comprehensive article is to dissect these developments, explain what they mean for your business today, and provide actionable recommendations to navigate this uncertain regulatory environment. The CTA statute itself has not been struck from the books by Congress, and the current non-enforcement stance, while official policy for now, exists within a dynamic legal and political context. The Corporate Transparency Act:... --- ### How Will the Mexico Tariffs Affect Your San Antonio Business? - Published: 2025-05-01 - Modified: 2025-05-08 - URL: https://ryanreiffert.com/blog/mexico-tariffs-san-antonio-business/ - Categories: Uncategorized Feeling the Pinch and Navigating the Maze: How Tariffs on Mexico Could Squeeze San Antonio Small Businesses San Antonio, a city whose cultural heartbeat and economic pulse are deeply intertwined with Mexico, faces a potentially significant challenge from newly imposed tariffs on goods from our southern neighbor. While national headlines often spotlight the impact on large corporations and intricate global supply chains, it's the small businesses – the lifeblood of our local economy – that stand to encounter some of the most immediate and multifaceted consequences. Our city's vibrant tapestry of family-owned restaurants serving authentic flavors, local retailers offering unique finds, and smaller manufacturers contributing to regional supply chains often relies on the seamless flow of goods across the U. S. -Mexico border. These tariffs, enacted with the stated goals of bolstering domestic industries and addressing complex issues like border security, could inadvertently trigger a ripple effect that resonates deeply within our community, impacting the financial well-being of small business owners and the affordability of goods for their customers. The Rising Tide of Costs: One of the most direct and palpable impacts of tariffs is the inevitable surge in the cost of imported goods. Numerous San Antonio businesses, ranging from beloved Tex-Mex eateries sourcing essential fresh produce to charming boutiques showcasing handcrafted Mexican artistry, depend on a consistent and reasonably priced influx of goods from Mexico. A substantial tariff, such as the previously discussed 25%, can dramatically inflate the prices these businesses must pay for their core inventory. Consider a hypothetical family-run... --- ### Do I Need An Estate Attorney? - Published: 2025-04-30 - Modified: 2025-05-08 - URL: https://ryanreiffert.com/blog/need-estate-attorney/ - Categories: Estate Planning The question of whether to hire an attorney to settle an estate is one I hear frequently in my San Antonio practice. The short answer is: it depends. While some estate settlements can proceed smoothly without legal intervention, many situations benefit significantly from the guidance of an experienced estate attorney. Let's delve deeper into when legal assistance is most beneficial. What is Probate? In Texas, Probate is the legal process through which a deceased person's assets are distributed according to their will or, if there is no will, according to the laws of intestacy. It involves a few steps: validating the will (if one exists) - in the legal profession, this is often referred to as "proving a will up" and in Texas it generally requires sworn testimony in open court identifying and valuing the deceased's assets - sometimes this is uncontroversial; other times, get ready for some fireworks paying debts and taxes - again, where the debts and taxes are contested (or potentially contested) this can be a potential fight distributing the remaining assets to the rightful heirs or beneficiaries. As I said, probate can be a complex and time-consuming process. Significantly more so if you do not have the benefit of experienced counsel on your side. When You Might Not Need an Attorney: Clear Beneficiary Designations or Automatic Transfers; No Disputes: If the deceased had designated beneficiaries/automatic transfers on all his or her assets, and there are no disputes among beneficiaries, navigating the process yourself might be feasible... . --- ### Medicaid Asset Protection Trusts (MAPTs) in Texas: Protecting Your Home & Savings from Long-Term Care Costs - Published: 2025-04-29 - Modified: 2025-05-08 - URL: https://ryanreiffert.com/blog/medicaid-trust/ - Categories: Estate Planning, Probate Planning for Long-Term Care in San Antonio: Understanding the Medicaid Asset Protection Trust (MAPT) For many families here in San Antonio, planning for the future involves safeguarding the assets accumulated through years of hard work. However, the substantial and rising cost of long-term care – whether in-home assistance or a nursing facility – presents a significant financial challenge. Many Texans rely on Medicaid to help cover these expenses, but strict asset limits can force individuals to deplete their life savings before qualifying. Fortunately, proactive planning offers solutions. One powerful legal strategy within Texas estate planning is the Medicaid Asset Protection Trust (MAPT). As experienced San Antonio estate planning attorneys, we frequently counsel families on using MAPTs to navigate Medicaid rules responsibly while preserving their financial security. This isn't about "hiding" assets; it's about strategic, legal planning permitted under Texas law. Why Consider a MAPT? The Challenge of Medicaid Eligibility & Asset Limits Medicaid imposes stringent financial requirements for long-term care eligibility. Without careful planning, San Antonio residents might face the difficult prospect of "spending down" significant assets – savings, investments, sometimes even the family home – simply to meet these limits. A properly drafted and funded MAPT, fully compliant with Texas regulations, offers a legal pathway to potentially meet Medicaid's financial requirements without total asset liquidation. It allows you to set aside certain assets, removing them from your countable resources for Medicaid purposes after a mandatory waiting period. This ensures the resources you've built can still benefit your family's future... . --- ### Debunking the Top 4 Myths About the Corporate Transparency Act - Published: 2024-02-26 - Modified: 2024-02-26 - URL: https://ryanreiffert.com/blog/debunk-cta-myths/ - Categories: Business Attorney, Business Law, Corporate Law, Corporate Transparency Act (CTA) In a few previous posts, we discussed the Corporate Transparency Act (or CTA). The first article in the series was an overview of the CTA, including its purpose, history, and so forth. In short, the CTA is a piece of anti-moneylaundering and anti-financial crimes legislation that is coming into force in 2024/2025, and will require the disclosure of   MYTH 1: I saw on Instagram that my LLC will cost $500 per day starting in January 2024. Should I just get rid of my LLC? ANSWER: This one is MOSTLY FALSE, but with a kernel of truth. Let's start with the kernel of truth. The CTA does carry a potential $500 per day penalty for noncompliance (plus worse criminal penalties). However, the way in which this information is presented (I've seen a lot of bad advice on social media to the effect of "YOUR LLC IS GOING TO COST YOU $500 PER DAY STARTING RIGHT NOW! ! ! ") is highly misleading. First of all, compliance with the CTA is pretty easy. You are required to make (and keeep up-to-date) a Beneficial Ownership Information (or "BOI") filing with the Financial Crimes Enforcement Network (FinCEN), a subsidiary of the U. S. Department of the Treasury focused on financial crimes such as money laundering and terrorist financing. It's a pretty straightforward process and you can see an overview here. Second, not all entities are subject to the same rules (which includes not only LLCs, but also Limited Partnerships and Corporations). Entities formed prior to January 1,... --- ### Who is Exempt from the Corporate Transparency Act (CTA)? - Published: 2024-02-21 - Modified: 2024-02-28 - URL: https://ryanreiffert.com/blog/cta-exemptions/ - Categories: Business Attorney, Business Law, Corporate Attorney, Corporate Law, Corporate Transparency Act (CTA), Political Landscape, SEC (Securities and Exchange Commission) The Corporate Transparency Act (CTA), enacted as part of the National Defense Authorization Act for Fiscal Year 2021, mandates certain U. S. businesses to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). This article is the second article in a series that I am publishing to help guide clients through the new requirements of the CTA. You can read the first article in the series - an introductory overview of the CTA - here. While the overall aim of the CTA is to enhance financial transparency and combat illicit financial activities, some entities are intentionally excluded from the law. The CTA provides 23 specific exemptions for circumstances in which an entity need not file a report of Beneficial Ownership Information (BOI). The 23 Exemptions: Reporting Public Companies: This exemption mainly applies to very large companies who are subject to Securities and Exchange Commission (SEC) reporting and disclosure requirements already. If an entity is required to file reports such as Form 10-K, 10-Q, 8-K and so forth under the Securities Exchange Act of 1934 (the 1934 Act) as (A) an issuer of a class of securities registered under §12 of the 1934 Act or (B) subject to reporting under §15(d) of the 1934 Act, then the entity is exempt from the CTA. This exemption makes a certain amount of sense because it would be impractical, cost-prohibitive, and perhaps privacy-invading for a large company like Microsoft, Google, Berkshire Hathaway, or Wal Mart to disclose every single one of its public... --- ### What is the Corporate Transparency Act or CTA? - Published: 2024-02-21 - Modified: 2024-02-28 - URL: https://ryanreiffert.com/blog/corporate-transparency-act-overview/ - Categories: Business Law, Corporate Law, Corporate Transparency Act (CTA), Political Landscape, Small Business What is the Corporate Transparency Act (CTA)? In an age where transparency and accountability are paramount in corporate governance, the Corporate Transparency Act (CTA) emerges as a significant legislative milestone. Enacted in the United States, the CTA aims to enhance corporate transparency by mandating certain disclosures regarding beneficial ownership information. Let's delve into what the CTA entails, its objectives, and the potential implications it holds for businesses and the broader economic landscape. Where did the CTA come from and what does it require? The Corporate Transparency Act, part of the National Defense Authorization Act for FY 2021, was signed into law on January 1, 2021. The primary purpose of the CTA is to prevent the concealment of illegal activities such as money laundering, terrorism financing, tax evasion, and other financial crimes facilitated through the use of business entities with opaque ownership. It requires certain corporations, partnerships, and limited liability companies (LLCs) to disclose information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U. S. Department of the Treasury. When do I have to comply with the CTA? Entities formed after January 1, 2024 must comply beginning now. For 2024, they have 90 days to file. Beginning 2025, newly formed entities will have only 30 days to file. Entities formed before January 1, 2024 must file by December 31, 2024. Key Provisions of the CTA: Beneficial Ownership Reporting: Covered entities are obligated to report information about their beneficial owners to FinCEN, including their names, dates... --- ### What is Tax-Deductible in 2023? —Business Owner Update - Published: 2023-03-20 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/what-is-tax-deductible-in-2023/ - Categories: Tax Deductions For many business owners, being able to deduct meal and entertainment expenses can be incredibly helpful for marketing and conducting client matters. As I wrote last year, (See: Last year's post on deductibles here) COVID-19 impacted this area of US tax law. Though the Tax Cuts and Jobs Act (TCJA) of 2017 altered the “meals and entertainment” tax rules by making entertainment an entirely non-deductive expense and reducing meal tax deduction to 50%, changes were implemented last year as a response to the pandemic. However, things have reverted back for corporate taxes in 2023. Unfortunately, the value of the meal deduction is halved for 2023 in comparison with 2022 and entertainment deductions are largely ineligible whereas certain deductions were made last year. As indicated in the TCJA, meals are again eligible for either 50% or 100% deductibility. However, in both the case of meals and entertainment, the purpose or circumstance is critical to whether or not the expense is eligible for a deduction. This can be tricky at first, but here are some guidelines to simplify and outline what is or is not deductible in 2023. Meals As aforementioned, meals will be deductible for either 50% or 100% in 2023, depending on the purpose of the meal and the meeting. Here are tax deductions that will be 50% deductible: Business meals with clients Meals while traveling for work Food items for the office Meals at a conference Here are tax deductions that will be 100% deductible: Dinner for employees working... --- ### Legal Zoom for Wills: an Attorney's Honest Review - Published: 2023-03-06 - Modified: 2024-03-11 - URL: https://ryanreiffert.com/blog/legal-zoom-for-wills-review/ - Categories: Estate Planning, Probate Legal Zoom is a popular online platform that provides legal services, including the creation of wills. One of the most common questions that I get has to do with the comparison of a Legal Zoom will to an attorney-prepared will. While Legal Zoom can be a convenient and affordable option for some people, it is definitely not for everyone. There are some attorneys out there who will tell you to NEVER use Legal Zoom for anything. They will tell you how terrible their documents are and have all kinds of horror stories for you. I am not one of those attorneys. Using Legal Zoom for creating a will is a great option for the right people under the right circumstances. For a certain set of customers, Legal Zoom has really done a great thing making legal services more accessible. But, for the wrong people or the wrong circumstances, a Legal Zoom will can be invalid, unwieldy, inappropriate, or even downright counterproductive. So let’s talk about those circumstances and some of the upsides and downsides to a Legal Zoom will. 1. Hope You Like Multiple Choice Tests! When you start the process of creating your Legal Zoom will, the online platform will run you through a series of questions – some of which may have some complicated legal ideas attached. If you have further questions about what exactly you are being asked to decide, there is no lawyer in front of you to help you understand (and if you call LegalZoom,... --- ### Does an LLC Need a Board of Directors (or Board of Managers)? - Published: 2023-02-25 - Modified: 2024-05-24 - URL: https://ryanreiffert.com/blog/does-llc-need-board-directors/ - Categories: Business Attorney, Business Law, Contracts, Corporate Attorney, Corporate Law, M&A, Securities, Small Business, Texas Does an LLC Need a Board of Directors? If you are interested in starting an LLC, one consideration you need to think about is how to structure your business. I get all kinds of questions on the LLC structure, things it can and cannot do. One common question, and the question I am going to address today: does an LLC need a board of directors? To get straight to the point, NO. It does not need a board, but it can have a board. A hallmark of LLCs in this area - as with so many other areas - is flexibility. However, there is the separate question of whether your LLC should have a board. Of course, consult with your lawyer because there are many pros and cons that come with choosing to have a board of directors for your LLC and the evaluation of your individual circumstances can’t really be done by anyone but you and your lawyer. Nonetheless, this article is intended to help you review some of the potential benefits and drawbacks of choosing to appoint a board of directors for an LLC - it is meant as a preliminary discussion-starter for you and your attorney; nothing else. Before any decisions are made, it is strongly advised to consult a business attorney who can help you ask more relevant and particular questions. If you are just starting out on your business venture, you may not know what an LLC is. An LLC - or limited liability company... --- ### What To Do If An Employee Steals From Your Company - Published: 2023-02-25 - Modified: 2024-05-24 - URL: https://ryanreiffert.com/blog/what-to-do-employee-theft/ - Categories: Business Attorney, Business Law, Services Related, Small Business What If An Employee Steals From Your Company? As a business owner, one of the most difficult and frustrating things to deal with is an employee stealing from your company. Frequently, the discovery of such a betrayal strikes employers as a complete surprise. Other times, of course, the theft is discovered because the employer had a suspicion and was looking for it. Unfortunately, employee theft is more common than you might think. In this article, we will discuss what to do if an employee steals from your company, as well as reviewing some Texas laws on employee theft as well as some tips and tricks for preventing and detecting employee theft. Texas Laws on Employee Theft Under Texas law, theft is a criminal offense that can be punished by imprisonment, fines, or both. Employee theft is generally not treated any differently than theft of other sorts. The severity of the crime/punishment depends on the value of the property stolen. If the value of the property stolen was $100 or less, the offense is a Class C misdemeanor. The allowable punishment is a $500 fine only (no jail time). If the amount stolen was between $100-$750, the offense is a Class B misdemeanor. The allowable punishment is up to 180 days in jail and a fine up to $2,000. If the amount stolen was between $750-$2,50, the offense is a Class A misdemeanor. The allowable punishment is up to 1 year of jail time and a fine up to $4,000. If... --- ### What Are The Differences Between a Real Estate Lawyer and a Realtor? - Published: 2023-02-13 - Modified: 2024-05-24 - URL: https://ryanreiffert.com/blog/differences-real-estate-lawyer-vs-realtor/ - Categories: Real Estate What Are The Differences Between Real Estate Lawyer and a Realtor? Real estate law can be a complex and confusing area, with many different players involved in the buying and selling of property. As a real estate attorney in Texas, I work with realtors and other real estate attorneys regularly. One question that I am asked from time to time – usually by someone who is just breaking into the real estate game -  is: what are the main differences between a real estate lawyer and a realtor, and how do I know when I need one vs. when I need the other? There are many significant differences between the two, and they fulfill vastly different roles. In this article I will try to explain the most basic differences and give you some tips on dealing with each one. Realtors A realtor is a licensed intermediary who acts as a go-between, connecting buyers and sellers in a real estate transaction. A realtor’s primary role when representing a buyer is to help the buyer locate and view properties, generally through use of the Multiple Listing Service (MLS), which is something like a “proprietary Google for realtors,” as well as writing offers and negotiating the buyers’ side of any offers. There are many services that have aimed to replace realtors and their closely-guarded access to the MLS in this regard, such as Zillow, Redfin, and others. These alternatives have met with mixed success. A realtor’s primary role when representing a seller is... --- ### Explainer: Per Stirpes vs Per Capita - Published: 2023-02-10 - Modified: 2024-05-24 - URL: https://ryanreiffert.com/blog/per-stirpes-vs-per-capita/ - Categories: Estate Planning, Probate Introduction: Texas Estate Planning We prepare quite a few estate plans, Wills, and trusts for our clients. One question that we get from time to time when discussing how to allocate inheritance to generations after the first is: “what’s the most fair way to distribute? ” This being Texas, it won't surprise you to know that there are many, many diverse opinions on how to divide one's estate, and with a bit of clever planning, we can accomplish almost any goal. There are two common ways to designate the distribution of assets through a Will or trust, which we estate planning lawyers have cleverly used latin names for, so that you know we’re fancy – per capita and per stirpes. These mean, roughly, “by head” and “by branch,” respectively. Before we get into a detailed explanation, let’s take a quick pit-stop and cover some vocabulary that is important to understand when discussing estate planning: Heir – a person that is entitled to another person’s property upon their death, whether by reason of Will, Trust, or the law of intestate succession Testator – person who has made a Will Trust – a component of many estate plans, a Trust is in some ways an alternative to a Will in the context of estate planning, although it can also be used for asset protection and many other things Will – shorthand for a Last Will and Testament; this is a document prepared during a person's lifetime and directs the disposition of assets at... --- ### Are Meals and Entertainment Tax Deductible? 2022 Brings More Tax Changes - Published: 2022-06-03 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/meals-entertainment-tax-deductible/ - Categories: Tax, Tax Deductions, Tax Planning, Uncategorized The deductibility of meals and entertainment has long been a "hot topic" for business owners - and understandably so! Being able to deduct these potentially-significant marketing expenses can be a game changer for many small businesses. The COVID-19 pandemic has occasioned many changes in the corporate sector and in US tax law, including the oft-asked question of the "meals and entertainment" tax rules. There have been some significant tax changes surrounding meals and entertainment deductibility. The Tax Cuts and Jobs Act (TCJA) of 2017 significantly changed deductions, expensing, depreciation, tax credits, etc. In 2018, Congress made further changes to meals and entertainment tax deductibles. The 2017 rule changes made business entertainment an entirely non-deductive expense while reducing meal tax deduction to 50%. But recently, that has changed somewhat. Writing off your business's meal and entertainment expenses can be confusing. Your meals and events now can be eligible for either 100% or 50% deductibility. However, whether they are 100% or 50% deductible depends on the purpose of the meals and entertainment. Confused yet? You're not alone. Let's dig in a little bit more and try to offer some clarity. Changes to Meal and Entertainment Tax-Deductibility Initially, the TCJA did not allow businesses to make any deductions on entertainment and reduced the meal expense deduction to only 50 percent. Many business owners were up in arms about these changes (believe me! I heard about it directly from a lot of y'all! ) However, the Consolidated Appropriations Act (CAA) of 2021 made some temporary... --- ### San Antonio Real Estate Attorney Ryan Reiffert Quoted in Redfin Regarding What to do if a Contractor Quits in the Middle of a Job - Published: 2022-05-24 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/ryan-reiffert-redfin-contractor-quit/ - Categories: Uncategorized San Antonio real estate lawyer Ryan Reiffert recently was interviewed by Redfin's Julia Weaver for an important article containing guidance for homeowners who have contractors quit on them in the middle of a job. The portion of the article where I was quoted was this: Don’t let the contractor get “ahead of you” The first thing to do is prepare for a contractor to quit in the middle of a job and never let a contractor get “ahead of you. ” While many contractors are honest and hardworking, some  will request a large amount upfront and then disappear without doing much or any work. In your agreement, set forth a schedule for progress payments according to the percentage completion of the job. Something like paying every 10% or every 25% completed. And from this amount, you withhold 5% or 10% as “retainage” that you will hold until full job completion. As a result, if the contractor ever disappears, you are not harmed, and you can hire someone else to complete the job. The contractor has a financial incentive to complete the job on time for the full payment. As for the cost of materials, you should either require receipts with the exact amount spent on the materials or have materials delivered directly to the site. If you paid the contractor upfront and/or let them get ahead of you on the job, you may have to resort to legal remedies such as a lawsuit. Always have a good solid contract drafted by... --- ### Updating Your Estate Plan After a Divorce - Published: 2022-05-18 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/update-estate-plan-divorce/ - Categories: Estate Planning, Probate Getting a divorce and the post-divorce period is full of emotional and financial turmoil for the divorcees. In such a chaotic and potentially upsetting time, revising your estate planning may not even cross your mind. After all, you're starting a new chapter in your life after the divorce, and your end-of-life planning may be the last thing on your priority list. However, while you are getting a divorce or after getting a divorce, it is absolutely critical that you take certain steps to revise, update or change your estate plan to reflect your new wishes and your new reality. If you do not take care of this matter, the division of your assets may not go as you intended, and your ex-spouse or ex-in-laws may also get what they do not deserve. Therefore, if you are someone in the midst of a divorce process or have recently (or even not-so-recently) been through a divorce, this post is for you! We will share some helpful tips and thoughts about changing your estate plan. 6 Steps for Revising Your Estate Plan During or After Divorce Here are six valuable tips that will help you with updating your estate plan after a divorce. Revoking the Old will and Making a New One While you are getting divorced or after the finalization of your divorce, your first step must be to revoke your old will and replace it with a new one. If you do not have a will yet, this is the perfect... --- ### Doing Business In Mexico: How Has COVID-19 Affected the Texas-Mexico Border? - Published: 2022-03-29 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/business-mexico-covid/ - Categories: Business Attorney, Business Law, Contracts, Corporate Attorney, Corporate Law, Economics, Mexico, Texas How Has COVID-19 Affected the Communities along the Texas-Mexico Border? Federal Aid Helps Keep Pace Since the COVID-19 pandemic broke out in 2020, the communities along with the Texas-Mexico border suffered a great deal economically. Elevated mortality rates and infection amongst the population were two main challenges. This resulted in the shutdown of entry ports and the collapse of local trade. In some border communities, a lack of investment and resources increases the risk of the virus spreading. For instance, the southern Texas area has been one of the high infection areas with the highest cases per capita in the United States. Another report states that people living in the rural Rio Grande Valley in the state of Texas were at higher risk. This was due to little to no access to adequate healthcare service and lack of infrastructure. Why does the Texas-Mexico Border Suffer? This limited access to healthcare facilities and hospitals, in combination with Border Patrol checkpoints, has forced people to choose whether they would want to get healthcare or risk deportation. Therefore, the situation has led to an increase in the risk of infection spreading amongst the border residents. For instance, McMullen County in the state of Texas had one of the highest per-capita fatality rates at 673. This was higher than any other counties in the southern border region. The second state in the lead was Maverick Country, with 620 deaths per capita. In fact, the top 10 counties with the highest per-capita deaths in the... --- ### 6 Things to Know About Opening Non-Profits in Texas - Published: 2022-03-23 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/blog/texas-nonprofits-6-things/ - Categories: Uncategorized One question that I often get in the course of representing a business is whether, how, and how closely, a for-profit business can coordinate with a nonprofit business. Sometimes the question is borne of an intent to evade taxes (which is illegal, and which we never condone) while more often it is borne of an intent to both profit and do good for the world.  This guest post addresses some of those concerns. For any questions, you can contact us here. The following is a guest post written by Pamela Edward:   6 Things to Know About Opening Non-Profits in Texas Image Source: Pexels The United States has the most nonprofits in the world, at about 1. 5 million. In the state of Texas alone, nonprofits are estimated to number at more than 130,000. If you’re somebody with a passion for helping others, you may want to join these ranks, too. However, when starting a nonprofit there are more things to consider than just how you want to help. If you’re thinking of opening your nonprofit in Texas, here are some important things to keep in mind: 1. You’re not exempted from all taxes As a nonprofit your organization will be exempted from taxes, assuming you’ve already filed for federal and Texas State tax exemptions. However, this doesn’t mean that you or anyone else connected with the work of the nonprofit is similarly exempted from taxes. According to the IRS, only employees who earn less than $100 per calendar year are not... --- ### Buying a Medical Practice: Business Lawyer's Corner - Published: 2022-03-07 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/blog/buying-medical-practice/ - Categories: Business Attorney, M&A Acquiring a Medical Practice ǀ A Guide for Doctors and Physicians Buying a medical practice is one of the significant professional decisions with financial constraints and obligations. Therefore, if you are a doctor or a physician, it is vital for you to seek adequate professional legal and financial advice before signing that sales deed. This is where this post is going to help as you will learn about the factors you need to consider when acquiring a medical practice. Things to Consider when Acquiring a Medical Practice It is every doctor/physician's dream to own a private medical practice someday. The medical practice of your own can help offer the treatments of your choice and have more control over your patient's care. That said, acquiring a medical practice sounds easier than it actually is and comes with its own sets of perks, challenges, and risks. Therefore, it is imperative that you understand the entire process of buying a medical practice. So, without further ado, let us dive right in and look at the factors you must consider. Know Your Needs Knowing your needs is the very first and the most important aspect to consider when deciding to acquire your own medical practice. For this, you will need clarity on what type of medical treatments you would be offering at your new facility. You must also think about the patients you wish to treat and the area where you want to open your practice. This will not only help you narrow down... --- ### Noncompete Agreements and Nonsolicitation Agreements: What You Need To Know - Published: 2022-02-09 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/noncompete-nonsolicit-101/ - Categories: Contracts What You Need to Know About Non-Competes and Non-Solicits as a Business Owner Today In this article, we will review (a) what is a noncompete? (b) what is a nonsolicit? and (c) how have some states changed their views of these agreements over time. With today’s employment landscape, many companies often have business identities, offices, and employees scattered throughout the country as well as globally. If you are one of these employers, there are several recent changes to employment laws as they apply to non-competes and non-solicits that you should be aware of in Illinois, Oregon, Nevada, and Washington, D. C. Even if you don’t conduct business or have employees in those states, it’s important to keep in mind that a national trend is brewing against these covenants that may affect you in the future. How Non-Competes and Non-Solicits Are Treated Varies From State to State Non-compete and non-solicit covenants are frequently found in employment agreements or separation agreements. They impose limits to what the former employee can do in the way of performing other work that competes with their employer’s business in terms of both geographic limitations and the types of work that can be done during the limitation time period. Most of these begin at employment and then last for a specific period of time after that employment ends. In the past, enforceability was subject to state contract laws, and courts had been flexible and discretionary in their enforcement. But now, more states are limiting non- competes and taking... --- ### Texas Reinstates Franchise Tax Exemption for Veterans beginning in 2022! - Published: 2022-02-01 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/texas-reinstates-franchise-tax-exemption-veterans/ - Categories: Business Attorney, Business Law, Corporate Attorney, Corporate Law, Small Business, Texas Texas Reinstates Veterans Franchise Tax Exemption Big News for 2022! Texas has reinstated the franchise tax exemption for veterans. This will save veterans who want to form an LLC, veterans who want to form a corporation, and so forth, on their franchise taxes for that entity that would otherwise be due to the State of Texas. For more details, read below: Veterans Franchise Tax Exemption in Texas Has Been Reinstated  As of the first of this month, the Texas Comptroller has reinstated some important veteran-owned business benefits, which were in effect from 2016 through 2020. The new benefits are similar to the old ones, and will expire on January 1, 2026. Veterans who quality may benefit from a refund for filing fees as well as an exemption from Texas franchise taxes for the first five years of the existence of the business. The franchise tax is a privilege tax that is imposed on any entity that is formed, organized, or does business in the State of Texas. This tax exemption for veteran-owned businesses can potentially save veterans a sizable amount of money, depending on the business’s profitability. Qualifying for the Exemption In order to qualify, a business must be considered a "new veteran-owned business". This requires that the business must Have been formed or organized in Texas either on or after January 1, 2016 and before January 1, 2020, or on or after January 1, 2022 and before January 1, 2026; Be 100 percent owned by a natural person or... --- ### New Estate Planning Rules For 2022 - Published: 2022-01-25 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/estate-planning-rules-2022/ - Categories: Estate Planning, Investments, Probate, Small Business, Texas How Changes in 2022 Laws May Affect Your Estate Planning  This year, there are some known and proposed changes in our laws that may have an effect on your estate planning initiatives going forward. While these may be important for some individuals and have little impact on others, it's still good to understand them so you can make the best decisions based on your set of financial circumstances. 2022 Changes in Monthly Retirement Benefits From Social Security Social Security and SSDI make cost of living adjustments annually. But because inflation has been low for many years, there were few substantial increases over the past two decades. Enter 2022, with the annual inflation rate at the end of November, 2021 coming in at 6. 8 percent, the highest it has been since 1982. Consequently, the cost of living increase for Social Security benefits for 2022 is 5. 9 percent. This is the most significant cost of living adjustment since 2009, when we saw a 5. 8 percent increase. 2022 Changes in Medicare As of 2022, there is an increase in Medicare Part B premiums to $170. 10. If your income is over $91,000 for an individual, or $182,000 for a couple, the Income-Related Monthly Adjust Amount can potentially increase your Medicare premiums up to $578. 30 per month, depending on your income. In addition to Part B premium increases, there are additional Medicare changes regarding premiums, deductibles, and copayments. 2022 Changes in SSDI and For Families With Disabilities Social Security Disability is more fluid than Social... --- ### 2022 Update: New Texas Laws going into force - Published: 2022-01-12 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/texas-laws-2022/ - Categories: Business Law, Political Landscape, Small Business, Texas Texas Sees the Implementation of Twenty-Four New Bills As Of January 1, 2022 It’s been a busy time for Texas lawmakers, with two dozen new laws that took effect last week. While these were all passed during the regular session, and most deal with tax requirements and exemptions, there are some that are particularly actionable for particular populations. Whether you are a disabled veteran, a charitable organization, a website owner, or a backyard chicken keeper, there may be something for you in 2022’s new laws. HB 115 - Revised Eligibility Requirements For Properties Owned By Charitable Organizations House Bill 115 amended the Tax Code and revised eligibility requirements for properties owned by charitable organizations, specifically those properties used to house and service the homeless population. It also removes the requirement that properties must be located on a single campus but added the requirement that all housing offered must be considered permanent housing. HB 531 - Floodplain Notice Requirements for Landlords House Bill 531 amended the Property Code and requires all landlords owning property in 100-year floodplains to provide written notice of the fact to any potential tenants and advise the tenant if the property has experienced flooding within the past five years. If a landlord does not provide this information and the tenant suffers significant loss in a flood on the property, the tenant has the right to terminate the lease. HB 1197 - Extended Tax Breaks for Churches House Bill 1197 amended the Tax Code to increase the time... --- ### Who Inherits Your Estate if You Die With No Will in Texas? - Published: 2021-12-30 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/blog/inheritance-no-will-texas/ - Categories: Uncategorized Who Inherits Your Estate if You Die With No Will in Texas? While most of us understand that having a will is important, many simply put it off for “someday. ” Unfortunately, “someday” is often too late. Passing without a valid will means that you have died intestate, and distributing your estate now becomes the responsibility and decision of the courts. Without a will, who gets your assets, who acts as guardian to your children, and even who administers the distribution of your estate is decided by the probate court, not you.   The Purpose of Having a Will  Your will is the legal document that clearly defines your wishes regarding the distribution of your estate after you die. When a valid will is in place, it sets out how you want your estate distributed, who you want as the executor of your estate, who you choose as guardian to your children, and many other important decisions. Having a will ensures that you choose how your estate is distributed, not the court.   What Does Dying Intestate Mean? If you die without a will, you will have died "intestate". And no, it does not have anything to do with the intestines. The word "intestate" entered the English language somewhere around the 14th century, from the Latin intestatus, which is composed of two parts: (1) in (meaning "not") plus (2) testatus (meaning "having left a valid will"). The second of these, the Latin testatus, also gives us the English testate, meaning "having... --- ### How To Obtain Letters Testamentary in Texas - Published: 2021-12-21 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/how-to-obtain-letters-testamentary/ - Categories: Estate Planning, Probate, San Antonio, Texas What Are Letters Testamentary in Texas and How Can You Obtain Them?   After someone passes away, an executor or personal representative will be named by the court to gather the assets of the decedent, pay bills, and make distributions according to that person’s last will and testament (if they had one). But before the executor can administer an estate according to the will, they will need to apply for the legal right to administer the estate - this process is called PROBATE. This will require the executor to obtain Letters Testamentary from the Probate Court, giving them that legal authority.   What is the Purpose of Letters Testamentary? Letters testamentary are a court order issued by the probate court legally entitling the executor to act on behalf of the estate and administer the will. During the administration of a will in Texas, most financial institutions and other entities will require a copy of the letters testamentary before they will grant the executor any information about or access to the decedent’s assets. This court order serves as proof to all involved that the executor has the proper legal appointment and qualification to administer the will and to gain access to all of the decedent’s necessary accounts.   How Are Letters Testamentary Obtained in Texas? In order to obtain letters testamentary in Texas, the probate court must approve the will and determine the qualification of the executor. To do this, the executor must file an application with the appropriate county court with... --- ### Biggest Mistakes When Starting a Business - VIDEO - Published: 2021-12-21 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/business-mistakes-video/ - Categories: Business Attorney, Business Law, Corporate Attorney, San Antonio, Small Business, Texas, Transactional What are the biggest mistakes that most new business owners make? While I obviously cannot tell you about ALL mistakes made in all businesses, I can (hopefully) tell you something about the legal mistakes that some of those business owners make. Starting a business is a huge step for anyone, and of course mistakes are inevitable. But learning from the mistakes and missteps of others (as well as their successes and victories) can give a new entrepreneur a "playbook" (or at least the beginnings of a "playbook") toward how to grow his or her new business venture, maximizing profit while limiting potential liability. It seems that nearly every media outlet has their own list of the biggest business mistakes. Take, for example, this list made by Inc. , which lists:. Drinking your own kool-aid. Getting into the entrepreneurial world for the wrong reasons. Not keeping an eye on the bank balance. Forgetting to lock down your intellectual property. Micromanaging for too long. Poor hiring decisions. Not focusing on sales enough. Failing to realize the importance of cash flow, not just profit. No customer engagement. Trusting your reports who tell you everything is fine. Building too much. Or this list from Entrepreneur, which has 9 similar reasons: Not spending enough money or spending too much money. Thinking you have no direct competitors. Making hiring decisions based on cost. Not setting attainable goals. Not thinking about marketing. Having too small margins. Thinking you can do it all yourself. Being incapacitated by fear of... --- ### Guide to Uncontested Probate in Bexar County - Published: 2021-11-18 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/blog/uncontested-probate-bexar/ - Categories: Estate Planning, Probate, San Antonio, Texas What Is An Uncontested Probate in Bexar County? Simply put, probate is the legal process that an estate goes through after someone dies. During probate, the will is validated, and assets are formally passed to the deceased party’s heirs by the probate court. The probate court will also administer an estate when there is no valid will available.   What is the Purpose of Probate? While someone is alive, there are various avenues for transferring assets to another person. After death, however, that person is no longer available to transfer those assets. Before heirs can have access to any assets in an estate, they must be properly transferred. Probate is the process by which those assets are transferred from an estate to a decedent’s heirs after they are gone. In Bexar County, an uncontested probate takes care of the transfer of those assets. An uncontested probate is when an estate goes through the probate process without being challenged or contested by one or more of the deceased party’s heirs. Fortunately, a will contest doesn’t happen often, but when it does, it can tie up an estate for a long while in court and can be extremely costly to everyone involved.   The Process of Probating a Will in Texas During the probate process in Texas, the court will validate a will and officially appoint the executor, who will then begin administering the estate and distributing the assets to the decedent's heirs according to the terms of the will. If there... --- ### What is Private Equity? - Published: 2021-09-20 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/what-is-private-equity/ - Categories: Business Attorney, Business Law, Contracts, Corporate Attorney, Corporate Law, Dealmaking, Deals, Probate, Transactional While the term “private equity” may conjure visions of faceless businessmen in suits throwing around inscrutable finance jargon, odds are good that you interact with private equity-backed products and companies every day. Introduction to Private Equity Private equity firms are a significant behind-the-scenes force in the worldwide economy, including not only the tech startups and bankruptcy turnarounds you might have heard of, but also a great number of mainstream companies and small businesses. Many well-known large companies got their initial funding from private equity sources instead of through initial public offerings on public exchanges, and/or have funded operations through a loan or a preferred stock deal with a private equity fund at some point in time. Just because you don’t know the names of the private equity firms ... does not mean they’re not there! Private equity is a form of financing where significant capital is invested into a company, but NOT on the public market regulated by the U. S. Securities And Exchange Commissions – hence, it is private. Private equity financing is generally considered an “alternative asset class,” similar to other illiquid or alternative investments such as real estate, venture capital, cryptocurrency, non-traded REITs, private debt, or others.  As a result of that classification, Private Equity (i) is riskier, (ii) has a potentially higher rate of return, and (iii) is unavailable to most investors. How Does Private Equity Work? Private equity is funded directly through a private equity firm (or a subsidiary fund of a private equity firm... which is... --- ### How To Sue Someone in Small Claims Court (VIDEO) - Published: 2021-09-16 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/how-to-sue-small-claims/ - Categories: General, Small Business, Texas SMALL CLAIMS 101: HOW TO SUE SOMEONE One question that I am asked with some frequency is, "I want to sue someone for $, can you help me? " And, to be honest, I usually can't help - at least not directly. I don't handle a whole lot of dispute work - it's just not my thing. And very few attorneys, either in San Antonio or in other cities, will be able to do a whole lot for your (let's say, for example) $3,000 of damages billing at $300 per hour. The legal bill will be larger than the entire amount due in 10 hours (or less, depending on the billing rate! ) But, there is some good news. Texas has a streamlined procedure for suing someone for an amount under $20,000. You can do it yourself, without an attorney. The only qualification is that the amount absolutely cannot be more than $20,000. This simplified process is called Small Claims Court, and it is run through the Justice of the Peace system in Texas. I made this YouTube video that I have been told is helpful, for explaining to people how they can sue someone without an attorney. If your exploration of my website has brought you to this blog post, I hope that you will watch the video and learn something. Of course, if you have any questions about how to sue someone in small claims court, I may not be able to help, since this is not really my... --- ### Estate Planning Update: Texas Overhauls the Rule Against Perpetuities - Published: 2021-09-13 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/estate-planning-texas-rule-perpetuities/ - Categories: Estate Planning, Political Landscape, San Antonio, Texas Estate Planning Update Texas Overhauls the Rule Against Perpetuities Texas Estate Planning attorneys, sit up and take note! The Texas legislature has revamped the Rule Against Perpetuities (or RAP) found in the Texas Trust Code §112. 036 to be dramatically simpler - and in virtually all cases much longer. The rule goes into effect on September 1, 2021. What is the Rule Against Perpetuities? The Rule Against Perpetuities is a deceptively complex legal rule that (traditionally) states that no interest is good unless it must vest - if at all - no later than 21 years after a life in being at the creation of said interest. Charitable trusts, it should be noted, are generally exempt. The Rule Against Perpetuities has delighted law professors and frustrated law students since its inception. Let me unpack this for just a moment: If A wills property in fee to B, this is valid. The fee interest vests upon A's death. If A wills property to B for B's life, then in fee to C, this is valid. B is alive, and the fee interest to C will vest at the time of B's death (who is alive at the creation of the interest). On the other hand, if A wills property to B for B's life, then to B's children for their lives, then to C's heirs at law, the bequest to C's children will fail because it could vest after 21 years from a life in being at its creation (suppose that B... --- ### How Bankruptcy Works - Published: 2021-08-29 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/how-bankruptcy-works/ - Categories: Business Attorney, Business Law, Corporate Attorney, Corporate Law, Small Business, Transactional How Bankruptcy Works: a short overview for businesses and individuals As a San Antonio business lawyer, I get all kinds of different questions about options available to businesses - from prospering and growing businesses who have questions about M&A, to troubled businesses who want to explore options for restructuring or liquidation like bankruptcy. Bankruptcy is based on federal law - the United States Bankruptcy Code - and there are federal courts exclusively devoted to hearing bankruptcy cases - the United States Bankruptcy Courts. Fundamentally, the bankruptcy process is intended to help financially troubled individuals and businesses to discard some or all of their debts or make a court-approved plan to repay those debts. Three Main Types of Bankruptcy There are, mainly, three different types of bankruptcy, designed for three different financial situations. One of these can apply to both businesses and individuals, another is primarily for businesses, and the third is primarily for individuals. These three types of bankruptcy are generally referred to according to the chapter of the U. S. Bankruptcy Code that establishes and governs that type of bankruptcy. bankruptcy infographic Chapter 7 Bankruptcy (Liquidation) In a Chapter 7 bankruptcy, also known as a liquidation, all (or almost all) of the debtor's debts are extinguished, and all (or almost all) of the debtor's assets are distributed to the creditors. For an individual, a Chapter 7 Bankruptcy is essentially a case where the debtor gives all of its assets to its creditors, in exchange for al... --- ### How to Withdraw From or Dissolve an LLC in Texas - Published: 2021-08-17 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/withdraw-dissolve-llc-texas/ - Categories: Business Attorney, Business Law, Contracts, Corporate Attorney, Corporate Law, Small Business, Texas, Transactional How to Withdraw From or Dissolve an LLC in Texas Like any business enterprise, LLC ownership, called membership, can change over the course of its existence or members may choose to dissolve the business for various reasons. While withdrawing from the LLC will leave it in the hands of the remaining or new members, dissolving it will officially end its existence altogether. Whether the business is no longer profitable or you are simply choosing to remove yourself for personal reasons, withdrawing from or dissolving an LLC in Texas requires some essential procedural housekeeping, asset liquidation, and notifications to any remaining members, interested parties, and financial institutions.   The Texas Business Organizations Code Unlike many other states, there is not a law exclusive to LLCs in Texas. The Texas Business Organizations Code governs all business structures in the state. Whether you are withdrawing from an LLC in Texas or dissolving one, it is critical that these things are done within the bounds of state procedures. Getting the guidance of an experienced San Antonio business lawyer ensures that you are withdrawing from or dissolving your Texas LLC properly.   Consulting Your Operating Agreement If you decide to withdraw from an LLC in Texas, the first place you will want to consult is your operating agreement that was developed when the LLC was first established. During the formation of an LLC, most operating agreements will set out procedures for a member’s withdrawal, buy-out, or any other type of separation. These procedures will supersede... --- ### Breaking News: San Antonio has obtained a Temporary Restraining Order to mandate masks in schools! - Published: 2021-08-13 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/news-san-antonio-tro/ - Categories: COVID-19, San Antonio, Small Business, Texas This blog post was co-written by Ryan Reiffert, San Antonio business and estate planning attorney, and Ishika Patel, an intern at Law Offices of Ryan Reiffert, PLLC Today brings San Antonio some breaking news in the COVID-19 saga. Local businesses and business owners will want to take note, as developments in the near future may become relevant to them. Historical Background As you may recall, in In May of this year, Governor Greg Abbott issued an executive order prohibiting “governmental entities” from requiring or mandating masks, as well as banning public schools from enforcing mask guidelines past June 4th, leading many to believe that the upcoming school year would be mask free. The retribution for disobeying these orders included a fine of up to $1000, which is a threat that overshadowed health concerns for many. While this mandate was controversial for many, the other side of the coin, as explained by Governor Greg Abbott was that “Texans should decide their best health practices, not the government. ” Texas has also passed a law designed to punish businesses that require proof of COVID-19 vaccination (in the so-called “vaccine passport” debate), subjecting them to loss of state contracts, licenses, operating permits, etc. Governor Abbot elaborated upon this decision stating that “Texas is open 100%, and we want to make sure  have the freedom to go where  want without limits”. This was yet another piece of controversial legislation, with, on the one hand, many Texans frustrated over health concerns, which they believe should be... --- ### DBA vs. LLC in Texas - Published: 2021-08-11 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/blog/dba-vs-llc-texas/ - Categories: Business Attorney, Business Law, Corporate Attorney, Corporate Law, Small Business, Texas Ask a Lawyer: DBA vs. LLC in Texas In this blog article, I will seek to answer one of the most common questions that I'm asked, which is: "should I use a DBA or an LLC for my business? " For most people, the quick answer is that an LLC provides much more benefit. What is the Difference Between a DBA and an LLC in Texas? One of the first things that an individual will do when starting a business is to establish a name and the legal entity by which they will do business. So which is best for your business in Texas, a DBA or an LLC? A DBA and an LLC are completely different types of business filings. When it comes down to which is the best option for your needs, both a DBA and an LLC will offer some benefits and disadvantages, but they are completely different options! Depending on you, your goals and your type of business, it’s important to look at the pros and cons to decide what will work best for you. Most importantly, a DBA does not provide liability protection or a "barrier to personal assets", but an LLC does! . If you're paying attention to nothing else in this entire article, that is the one thing you should take away. But, if you have space for two things to take away, the second is that you can do both! Of course, always remember that when you are forming any new company, getting the assistance of... --- ### Top 12 Surprising Facts About San Antonio - Published: 2021-08-08 - Modified: 2024-05-02 - URL: https://ryanreiffert.com/blog/facts-san-antonio/ - Categories: San Antonio, Texas Top 12 Surprising Facts about San Antonio While most of the articles that I publish here are related to business law, corporate law, estate planning, probate, and other similar things, this week I thought I would take a slightly different approach and talk a bit about my hometown – San Antonio, Texas. San Antonio is one of the oldest cities in Texas. Having been originally settled by the Spanish (actually, Canary Islanders) in 1718. After Mexican independence in 1821, many white settlers from the United States began to settle in the territory of Texas (including major settlements in and around San Antonio, including the Villa de Bejar and the mission San Antonio de Valero), and in 1836, Texas gained independence from Mexico. One of the most pivotal clashes in Texas’s struggle for independence from Mexico was the Battle of the Alamo. While the Alamo remains a major tourist attraction in San Antonio today, this article will focus on 12 things about San Antonio that might surprise you, or that might have otherwise flown “below your radar. ” If you enjoy this article, or if you think I should have included another "weird fact" on the list, please contact me. 1. San Antonio is the most visited city in Texas While both Greater Houston and the Dallas-Fort Worth Metroplex area have a significantly larger population size than San Antonio, the River City trounces its big brothers when it comes to tourism – it is actually the 17th most visited city in the... --- ### Business Judgement Rule - Published: 2021-08-06 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/business-judgement-rule/ - Categories: Business Attorney, Business Law, M&A This article was written by Ishika Patel, an intern with the Law Offices of Ryan Reiffert, PLLC. The business judgment rule is a crucial principle for corporate directors and shareholders to understand as it protects the jobs and assets of each respectively. This post breaks down the rule into its main points so it is easier to digest. It will go through the structure of the rule, as well as famous examples and new modifications of it. This is a general overview of the rule and relevant topics though, and I advise everyone to consult with a business attorney for personalized advice. Duty of Care For the Business Judgement Rule to stand, the directors must prove that they upheld the duty of care, one of their many fiduciary duties. The duty of care, as defined by Cornell Law School, is “the principle that directors and officers of a corporation in making all decisions in their capacities as corporate fiduciaries, must act in the same manner as a reasonably prudent person in their position would”. Essentially, their actions should be objectively reasonable and understandable. For example, a teacher has a duty of care to their students to educate them, but not to file their taxes; they must teach in their best ability, and in a way that other teachers and professionals in their position would. The duty of care holds a large chunk of the standards expected to be held under the business judgment rule and effectively protects the shareholders against... --- ### Business Law Minute: Employment Contracts in Texas - Published: 2021-08-03 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/business-law-employment-contracts/ - Categories: Business Attorney, Business Law, Contracts, Corporate Attorney, Corporate Law, Small Business, Texas Business Law Minute: A Short Guide to Employment Contracts in Texas If you own a small business in Bexar County or anywhere else in Texas, it is likely that you have had to deal with employees in some capacity. In this article, I will attempt to demystify some of the legal concepts that surround employment contracts in Texas. If you are not already familiar with the basics of contracts, I suggest that you read this Contracts Explainer to help build your foundation of knowledge. Right to Work and At Will Employment Texas is both a “right to work” state, and an “at will employment” state. Many people get these two concepts confused. In this article, I will explain the difference between “right to work” and “at will employment” and also provide some basic tips and considerations for the small business owner who is considering an employment contract. The “right to work” is a labor & employment law which prohibits employers from basing hiring decisions on membership or non-membership in a labor union. Moreover, the “right to work” laws prohibit agreements between employers and labor unions that would mandate deductions of union dues from the paychecks of even non-union employees. As a result of employees opting out of union membership, and not being forced to pay union dues, employees receive increased compensation (at least in the short term) and, in turn, the union’s coffers dwindle and the union’s power is diminished. “At will employment” is another employment law concept. But it... --- ### Securities Update: FINRA Speaks Out On The Duty of Best Execution, Robinhood, Payment For Order Flow, and Market Manipulation - Published: 2021-07-10 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/best-execution-robinhood/ - Categories: Corporate Law, Deals, Funny, Investments, SEC (Securities and Exchange Commission), Securities, Transactional This past week (June 23, 2021), FINRA (the Financial Industry Regulatory Authority) issued its Regulatory Notice 21-23 entitled "FINRA Reminds Member Firms of Requirements Concerning Best Execution and Payment for Order Flow" which was pointed at, one suspects, some of the recent "free" brokerage services such as Robinhood . In this blog post, we will discuss what Payment for Order Flow (PFOF) is, explain how it has enabled "free" brokerage services such as Robinhood, highlight its (speculated or actual) role in the Gamestop stock fiasco, discuss the Duty of Best Execution, and outline some of the high points of the Finra 21-23 Regulatory Notice. Summary (TL;DR) In the case of "free" and some discount stockbrokers, PFOF has effectively replaced brokerage fees, with higher prices being charged to investors on trades as a result of investors getting marginally worse prices for their orders. In other words, that "free" or discount broker isn't as free as you think - you're paying for it with worse pricing on your executed orders. As a result of having its bills paid by someone other than the investors, a broker may have "split loyalties" (or, at least, the potential and/or appearance of "split loyalties") and an economic incentive that cuts against its duty to get investors the best price reasonably available (aka the Duty of Best Execution) - although acting on this economic incentive is not supposed to be legal. There is one narrative that this "split loyalty" was responsible for, or deeply involved in, some... --- ### SCOTUS Protects Cheerleaders' Rights To Drop The F-Bomb - Published: 2021-07-02 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/scotus-cheerleader-fbomb/ - Categories: Funny, Off-Topic, Political Landscape A few weeks ago (June 7), I wrote here about some of the highest-profile Supreme Court cases of this term. Every year, the Supreme Court of the United States of America (hereinafter, SCOTUS), decides a handful of cases. It tends to backload the most controversial and high-profile of those cases toward the end of its term (i. e. , the interesting stuff usually shows up in June). To give you a (very) brief recap, we were watching for the outcomes of: a student free speech case; a(nother) challenge to Obamacare; a voting law/voting rights case; a gay rights vs. religious freedom case; We now have a ruling in one of the more entertaining of those cases. Mahanoy Area School District v. B. L. is the latest in a long line of student free speech cases, several of which have been quite high-profile. This case was an 8-1 decision, with only Justice Thomas dissenting . So far, at least, it appears that the worries of "6-3 decision after 6-3 decision" in the wake of Trump's appointees to the high court are without merit. Let's get to the facts. The crux of this case involves a high school cheerleader who was suspended for using naughty language on Snapchat (specifically, a few "F-Bombs") in response to disappointing tryout results. Actual Footage of Incident: The plaintiff was, at the time in question, a high-school freshman who tried out for a spot on the varsity cheerleading squad. She was not selected, and, in the sage words of Justice... --- ### SAFEs for Startup Financing - Published: 2021-06-30 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/safes-for-startup-financing/ - Categories: Business Attorney, Business Law, Investments, SEC (Securities and Exchange Commission), Securities, Small Business, Transactional SAFEs (Simple Agreement for Future Equity) for Startup Financing In this article, we will attempt to provide a basic overview of one of the simpler methods of equity fundraising utilized by startups - the "SAFE" which is an acronym for Simple Agreement for Future Equity. Is SAFE Financing Really Safe? What You Should Know as a Startup Founder or an Investor In the past, startups were typically funded by equity offerings or by loans secured by convertible notes. But recently, it has become common for many startups to offer their investors a hybrid type of security called a SAFE which stands for Simple Agreement for Future Equity. A SAFE is an agreement between an investor and the company where the investor agrees to give the company an upfront investment. In exchange, the investor gets a future equity stake upon an agreed-upon future trigger event. Similar to a convertible note, a SAFE allows a company to raise capital while affording an investor a future stake in the company.   The Background of SAFE Financing Developed in late 2013, SAFE fundraising was originally introduced by startup accelerator Y Combinator as a more convenient alternative to convertible notes for startup owners. SAFE financing allows a company to raise funds, but without a formal valuation of the company. The investor buys a future stake in the company’s equity, but, unlike a convertible note, it is not considered debt. In fact, there is no interest rate or even maturity date. Instead, the SAFE converts to... --- ### Trial By Combat: The Sequel (My Interview with David Ostrom) - Published: 2021-06-27 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/trial-by-combat-update/ - Categories: Funny, Off-Topic, Uncategorized Roughly a year and a half ago, I wrote this blog article describing a man who requested a trial by combat as a result of his acrimonious divorce and his difficult time spent in the Iowa family court system. While that article was certainly entertaining - to write, as well as to research, and hopefully to read as well - I never really expected that it would create much of a reaction. After all, my main practice is centered around business law and estate planning, most of the articles I write are centered around business law and estate planning, and most people who read my blog read it for news about business law and estate planning. So, while writing about the bizarre request for trial by combat was fun, it wasn't relevant. Well, something happened. I got an email from David Ostrom, the Kansas Swordsman himself, telling me that he enjoyed reading my article. So, I did the logical thing and asked him if he would be willing to appear on my YouTube channel. https://youtu. be/7BP2Lq1eba4   --- ### Real Estate Reactions: What is a Commercial Lease? - Published: 2021-06-24 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/real-estate-reactions-what-is-a-commercial-lease/ - Categories: Business Attorney, Business Law, Real Estate, Small Business, Texas, Transactional What is a Commercial Lease? Simply stated, a commercial lease is a lease that covers a commercial property (as opposed to a residential property, an oil/gas property, or other leased interest). The lease will deal with different topics and concerns, since the space is being used for business and commerce rather than being used for living/residence. A commercial lease – just like any other lease - is a legally binding contract between two parties to rent a space. The commercial tenant, of course, may be anything from a sole proprietorship to a mid-market franchise to a large, multinational corporation. A commercial lease agreement sets out all (or hopefully all... or most) the relevant legal obligations between the parties and grants the commercial tenant certain specific rights. How Common is it for a Business to Lease vs. Own Property? It may surprise you to know that many businesses do not own the real property upon which their business is operated! It is in fact very common for businesses to rent or lease their real estate. Why Would a Business Lease Rather Than Own? There are many potential reasons for a business to lease rather than own. First, a business may choose to lease property because purchasing can mean a large, up-front capital investment, and/or locking in a long-term mortgage. A business may not have that amount of liquid cash and/or may not wish to obligate itself to that kind of expense. Second, owning a property exposes the owner to the potential... --- ### How to Settle a Dispute With Your Contractor, Without Litigation - Published: 2021-06-08 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/contractor-disputes/ - Categories: Business Attorney, Business Law, Contracts, Corporate Attorney, Corporate Law, Small Business, Texas Are you concerned about the quality of work delivered by your contractor? Maybe they are not following the scope of work you initially agreed to? Perhaps they’re taking twice as long as was agreed? Or maybe they’ve found some other loophole in the contract; some other way to take advantage of your business? If so, you are not alone; such disputes do arise from time to time in the corporate world between a business and its contractor(s). Ideally, every single contractor you ever hire will work diligently to deliver quality work within the designated budget. Perhaps most importantly, this “ideal contractor” will do so in a timely manner. Everyone leaves happy, and there’s no need to even consider going to court. However, this is not an ideal world, and things sometimes go sideways. Is the situation irretrievably poisoned? Is an expensive and time-consuming lawsuit the only option? ? Fortunately, no! This where having a high-quality San Antonio Business Attorney on speed dial can save you. We can parachute in to help you avoid a costly mess and (hopefully) save the day. If a contractor’s job goes awry, your first priority must be to make as much lemonade as you can, from the lemons you have been given. What does that look like? And perhaps more importantly, how? Let’s dive right into it. STEP 1: READ YOUR CONTRACT; READ IT CAREFULLY; THEN READ IT AGAIN! The contract that you signed with your contractor may (should! ) address certain significant aspects of the job,... --- ### June Could Bring Some Big SCOTUS Rulings for 2021 - Published: 2021-06-07 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/june-scotus-2021/ - Categories: General, Political Landscape June is the last month of the Supreme Court's annual term. And, like so many of the rest of us, it likes to save the best for last. The United States Supreme Court generally issues some of its highest-profile rulings each June. During this SCOTUS term, there are a few things that people are likely to be watching: Just how conservative (and how reliably conservative) is the newest SCOTUS justice, Amy Coney Barrett? Is she more like an Alito or more like a Roberts? Similarly, how conservative (and how reliably conservative) is the second-newest SCOTUS justice, Brett Kavanaugh? How drastic of a shift on the court will the three Trump appointees (Gorsuch, Kavanaugh, and Barrett) produce? Since the court is now 6-3 Republican appointees to Democrat appointees, rather than 5-4, how will this look when it comes to actual rulings? The three liberals must gain two conservative defectors in order to form a five-justice majority, rather than needing just one, as was previously the case. Will Roberts and some of the other more centrist conservative justices continue to occasionally side with the liberals in an effort to bolster the Court's image as a nonpartisan institution? This is your brief (very brief) guide to some of the decisions that you might expect out of SCOTUS this month. Mahanoy Area School District v. B. L. : school speech This case addresses the issue of what a student's online free speech rights are, vis a vis the student's school. While it is unfortunately, established precedent that... --- ### Should I Hire an Attorney to Draft My Will, Or Do It Myself? - Published: 2021-06-04 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/draft-will-self-attorney/ - Categories: Estate Planning, Investments, Probate, Small Business, Texas Should I Hire a San Antonio Estate Planning Attorney to Draft My Will? Introduction All of us – well, many of us – have seen some of the family drama, feuds, and fights that erupt over inheritances when a family member passes on. These inheritance disputes can get truly nasty and can for years or even decades. Family members who formerly got along suddenly have volcanic disagreements, festering resentments, and all sorts of other If you haven’t seen it up-close and personal from an estate that you have been directly involved with – and by the way, I truly hope that you haven’t – odds are you’ve at least heard about something like this from a friend, colleague, acquaintance, or something. And, odds are, they weren’t particularly happy about it. As a San Antonio Estate Planning Attorney, I have seen this situation more times than I care to count - and every time it's disappointing and heartbreaking, to see folks in the midst of a trying time of grief and loss to add fuel to the fire by fighting. There are a handful of methods you might try to avoid this kind of fight among your beloved sons, daughters, grandchildren, and so forth after you’re gone. One way is that you could simply ask them not to fight. We’re sure that’ll work. But if you’re not so sure, there’s another, much better way to ensure that they won’t be at each other’s throats. That way is to have a will! ... --- ### New Video: Can Businesses Require Employees Get COVID Vaccine? - Published: 2021-06-03 - Modified: 2024-01-22 - URL: https://ryanreiffert.com/blog/video-mandatory-vaccination/ - Categories: Business Attorney, Business Law, Coronavirus Relief, Corporate Attorney, Corporate Law, COVID-19, General, Small Business, Texas Head on over to our YouTube channel for the latest video chronicling the updates in the saga of the COVID reopening. In this video, attorney Ryan Reiffert discusses the latest guidance provided from the Equal Employment Opportunity Commission (EEOC) on whether businesses can require that their employees be vaccinated. As a "spoiler alert" the answer is, for the most part, yes. If you work in a business that has a significant contact to the medical, biotech, hospital, elder care, or similar market segments, this probably will not come as too much of a surprise to you - employers in those industries have been requiring their employees to get Influenza vaccines for years. And the good news for those folks is that the rules of the COVID vaccine are actually very similar. So, if you're in an industry that has required Flu vaccines before, this is probably old hat for you. For everyone else, take a look at the video for a more detailed explanation, and feel free to chime in if you have any questions or comments! https://www. youtube. com/watch? v=je4OHznm63Q --- ### EXPLAINER: Trade Secrets - Published: 2021-05-30 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/explainer-trade-secrets/ - Categories: Business Attorney, Business Law, Contracts, Copyright, Corporate Law, Deals, M&A, Small Business, Texas, Uncategorized Trade secrets and other confidential or proprietary information can be some of the most valuable assets that a company owns. Unsurprisingly, many companies are willing to go to great lengths (such measures occasionally becoming fodder for urban myths) to protect them. Fortunately, Texas law and Federal law provide companies with opportunities to protect these assets, if they take proper precautions, use the correct agreements, and follow certain procedures - of course, in consultation with legal counsel. While the protection afforded might not be perfect under all circumstances, it can still be quite strong. In addition, unlike certain other types of intellectual property (such as copyrights or patents), there is no time limit on the protection conferred by the information's status as a trade secret. What is a Trade Secret? The most widely-accepted definition of a trade secret, accepted by the United States Patent and Trademark Office (USPTO) and others is that a trade secret is information that meets four criteria: the information is not generally known (i. e. , it is secret); the information has economic value (actual or potential) by virtue of its being not generally known; the information has value to others who do not have access to it (and they cannot obtain it by legal means); and the person, entity, or business that holds the information takes reasonable efforts to maintain its secrecy. It is important to keep in mind that each of these four elements must exist in order for information to be considered a trade secret  -... --- ### CDC Lifts Mask Mandate for Vaccinated People - What Does It Mean For Your Business? - Published: 2021-05-21 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/cdc-mask-mandate/ - Categories: Business Attorney, Business Law, Contracts, Coronavirus Relief, Corporate Attorney, Corporate Law, COVID-19, General, Political Landscape, Small Business, Texas, Uncategorized The CDC has recently made major changes to its guidance for mask-wearing. On May 13, 2021, the CDC issued guidance revising the risk levels and proposed mask requirements for various activities, for fully-vaccinated persons. Most social activities and group activities that had been restricted in light of the COVID-19 pandemic have been (for vaccinated persons at least) cleared back to the "green zone". This represents a judgment and scientific realization that the COVID-19 vaccines are quite good and quite effective. Fully vaccinated persons are cleared to participate in many (formerly) "high risk" activities without a mask, including being indoors in a bar, exercising and working out in an indoors environment,  visiting a movie theater, and more. While you are of course free (as always) to wear a mask to any of these activities you so choose, and while businesses are free (as always) to require masks on premises, this represents a significant step forward in guidance provided by the CDC, and a significant step toward "re-normalization" of our everyday social lives. A few other things to note, however, about this development: these shifts in the guidelines are not necessarily permanent - developments in the nature of the pandemic, including more transmissible variants, could cause further changes in guidance; much has been written about this "variant risk" and this is a fertile topic for research, as many of the variants are less susceptible to the vaccine (whether slightly less or significantly less) the CDC does not wield direct governing authority over... --- ### What are SPACs? (Video Explainer) - Published: 2021-04-21 - Modified: 2024-01-23 - URL: https://ryanreiffert.com/blog/spac-explainer/ - Categories: Business Attorney, Business Law, Corporate Attorney, Corporate Law, Dealmaking, Deals, Investments, IPOs (Initial Public Offerings), M&A, SEC (Securities and Exchange Commission), Securities, Transactional, Uncategorized SPACs, or Special Purpose Acquisition Companies, are very popular investment vehicles recently. In this three-minute explainer video, I provide an introduction to these versatile entities. Enjoy! (and don't forget to subscribe! ) https://www. youtube. com/watch? v=kunSeQuQyyI --- ### VIDEO EXPLAINER: The Basics of Intellectual Property, with special guest Pete Adams - Published: 2021-04-15 - Modified: 2024-01-23 - URL: https://ryanreiffert.com/blog/intellectual-property-explainer/ - Categories: Uncategorized On March 15, 2021, I had the first of my "conversations" videos with a good friend of mine, intellectual property attorney Pete Adams. https://www. youtube. com/watch? v=Vx7mB5w9hUc --- ### 8 important reasons to have an estate plan right now > Estate planning is important. Here are eight important reasons to have an estate plan now. San Antonio business and estate planning attorney Ryan Reiffert. - Published: 2021-03-20 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/8-reasons-estate-plan/ - Categories: Business Attorney, Business Law, Contracts, Estate Planning, Investments, Probate, Small Business, Texas 8 important reasons for a Texas resident to have an estate plan right now Death is a very challenging topic to discuss. However, avoiding the conversation can create real mess for your children, grandchildren, and other heirs, especially if any of them are disabled or have special needs. Good Estate Planning is the answer to many of those concerns. Moreover, without a proper estate plan, your assets might not be distributed as you intended and your loved ones could suffer the consequences in terms of time, money, and stress (not to mention taxes and litigation). Here are 8 important reasons to have an Estate Plan: 1. HAVE SOME PEACE OF MIND  Everyone needs a will. Unmarried persons, those that do not have children or those that do not have significant assets sometimes assume that they do not need a will. If you die without a will – which is referred to as dying “intestate”, the state law will determine the distribution of your assets, which may not be the way that you would want your property to be distributed. If you have children, and both parents die without a will, the court will declare who will be named as the guardians of your children. Not only might the court’s decision about guardianship be different from what you would want, but it could also lead to significant family disputes about who will assume guardianship. By setting forth your intentions in a will, you can ensure that your assets are distributed in... --- ### Texas Appellate Court Deals Another Blow to San Antonio’s Sick Leave Ordinance > San Antonio Sick Leave Ordinance gets another strike against it from the Fourth Court of Appeals. - Published: 2021-03-13 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/appellate-sick-leave/ - Categories: Business Attorney, Business Law, Corporate Attorney, Corporate Law, Political Landscape, Small Business, Texas On March 10, 2021, the Texas Fourth Court of Appeals upheld a preliminary injunction against San Antonio’s divisive “mandatory sick leave” ordinance originally issued back in 2019. The ordinance has gone through several iterations, but the most recent incarnation, passed by an 8-to-3 vote in October of 2019 would have required companies and  nonprofits of all sizes operating within the city of San Antonio to provide 56 hours worth of earned paid sick leave per year to employees. The prior incarnation of the ordinance (which was put on hold in July of 2019) would have required businesses with more than 15 employees to accrue 64 hours of paid sick leave per year to each employee. For smaller employers (defined as employers with fewer than 15 employees), the amount would have been lower – 48 hours. Austin and Dallas have both passed similar ordinances. The revised ordinance, in any event, was challenged in court before it could take effect and an injunction was issued by the trial court in November 2019. Preemption The Fourth Court of Appeals rested its decision to uphold the injunction on preemption grounds, finding that the San Antonio sick leave ordinance was contrary to the Texas Minimum Wage Act. For the uninitiated, preemption is an extension of the doctrine that a lower political subdivision cannot overrule a higher politicial subdivision. So, if the state (or federal government) has passed a law on a subject, a city (or state, in the case of a federal law) cannot alter that... --- ### Texas has lifted its mask mandate! BREAKING NEWS! - Published: 2021-03-04 - Modified: 2024-01-23 - URL: https://ryanreiffert.com/blog/texas-lifts-mask/ - Categories: Business Attorney, Business Law, Coronavirus Relief, Corporate Attorney, Corporate Law, COVID-19, Political Landscape, Small Business, Texas --- ### Price Gouging Explained - Published: 2021-02-23 - Modified: 2024-01-23 - URL: https://ryanreiffert.com/blog/snowpocalypse/ - Categories: Business Attorney, Business Law, Contracts, Corporate Law, Off-Topic, Political Landscape, Small Business, Texas --- ### GameStop, Hedge Funds, WallStreetBets, Stock Manipulation, and more (or, what the hell is going on in the stock market???) > What is going on with Gamestop and the market? What is a pump and dump? What is a short squeeze? Is any of this EVEN LEGAL? Read more… - Published: 2021-02-04 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/gamestop-market-mayhem/ - Categories: Business Law, Business Attorney, Corporate Attorney, Corporate Law, Investments, Political Landscape, SEC (Securities and Exchange Commission), Securities Unless you have been living under a rock the past few weeks, you have no doubt heard about, noticed, read about, or perhaps participated in the full-blown lunacy that is the GameStop stock market frenzy. Here’s your 2-minute summary. There is a reddit messageboard called WallStreetBets that describes itself as “like 4chan found a Bloomberg terminal”, and whose members self-describe as “degenerates,” “apes,” “retards,” “autists,” and more . GameStop is a brick-and-mortar video game retailer that has not had a great last couple of years. On top of the decline of malls and physical stores in favor of online shopping more generally, the video game industry specifically has experienced a shift away from physical discs toward digital products – so really a one, two punch of (1) Amazon selling discs that GameStop would have sold, and (2) digital downloads replacing discs. Add to that the COVID-19 pandemic doubling down on the pain to physical stores, and especially malls, and you have a sense of what GameStop’s last several quarters have been like. It was losing money before COVID-19, and now it’s really losing money. Not a company with great long-term prospects, right? Well, Wall Street thought so, anyway. Betting against GameStop (“shorting” the stock) accordingly became one of Wall Street’s favorite pastimes. Sort of shooting fish in a barrel (one analyst described GameStop as the “whipping boy” of Wall Street). At one point the stock had dropped under $4 per share. In any event, about a year ago, a member... --- ### Intro to Estate Disclaimers in Texas > How to file a disclaimer of an estate in Texas. Some important considerations to examine before filing a disclaimer. - Published: 2021-01-26 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/estate-disclaimers-texas/ - Categories: Estate Planning I recently had a client whose case involved a somewhat unusual issue. For reasons that we won’t get into here, this client was hesitant about claiming the inheritance to which the client would be entitled in an heirship or probate proceeding. Now, I know what you’re thinking. “An inheritance sounds great, why on earth would I want to disclaim it? ” – and for most people, this is generally right. They can’t imagine disclaiming an inheritance. But, there may be good reasons for it. Again, without getting into the particulars, there are many reasons that someone might want to disclaim an inheritance, including: Perhaps the heir is already very wealthy – such an heir may wish to “move the inheritance down a generation” for tax-minimization or tax-planning reasons as part of an estate plan (why pay double inheritance taxes when the wealth moves down twice? ) Perhaps the heir is already well-off enough (if not “wealthy” then let’s say “comfortable”) and the deceased’s property is too much of a headache (for example, if the deceased was a hoarder with a badly contaminated house that isn’t worth much, and an overall tangled estate, it may make more sense for an heir to just walk away and not mess with it) Perhaps there were personal issues between the heir and the deceased, and the heir wishes to disclaim because he or she wants nothing to do with the deceased or his/her money Perhaps the would-be heir is on a spiritual journey (Ram Das declined his... --- ### Happy New Year! … here is the list of works that entered the Public Domain on January 1, 2021 > These works entered into the public domain on January 1, 2021. A corporate lawyer discusses copyrights. - Published: 2021-01-02 - Modified: 2024-01-23 - URL: https://ryanreiffert.com/blog/copyright-day-2021/ - Categories: Business Attorney, Business Law, Copyright, Corporate Attorney, Political Landscape, Small Business As you may or may not know, today is the day that a great number of artistic works leave the protections of copyright law and enter the public domain. Specifically, works from 1925 (95 years ago). Probably the most notable work of the bunch is The Great Gatsby by F. Scott Fitzgerald. But that’s not the only notable work.  BBC’s Jane Ciabattari declares 1925 was “a golden moment in literary history. ” While “several years including 1862, 1899 and 1950″ are contenders, ” one year towers above these... . In fact, 1925 may well be literature’s greatest year” Books that came out in 1862, for instance, included Dostoevsky’s House of the Dead, Victor Hugo’s Les Misérables and Turgenev’s Fathers and Sons. But Gustave Flaubert’s novel of that year, Sallambo, set in Carthage during the 3rd Century BC, was no match for Madame Bovary. George Eliot’s historical novel Romola and Anthony Trollope’s Orley Farm were also disappointments. The year 1899 is another contender for literature’s best. Kate Chopin’s seminal work The Awakening was published then, as was Frank Norris’s McTeague and two Joseph Conrad classics – Heart of Darkness and Lord Jim (serialised in Blackwood’s Magazine). But Tolstoy’s last novel Resurrection, published also in 1899, was more shaped by his religious and political ideals than a powerful sense of character; and Henry James’ The Awkward Age was a failed experiment – a novel written almost entirely in dialogue. And in 1950 there were published books from Isaac Asimov (I, Robot), Ray Bradbury (The Martian Chronicles), Patricia Highsmith (Strangers... --- ### SEC Raises Some Exemption Caps, Expanding Access to Capital (& Integration Framework) > The SEC raised the caps for some exemptions for private securities offerings, clearing the way for improved private fundraising. - Published: 2020-12-01 - Modified: 2024-01-23 - URL: https://ryanreiffert.com/blog/sec-exemption-caps/ - Categories: Uncategorized, Corporate Attorney, Corporate Law, SEC (Securities and Exchange Commission), Securities, Small Business In another move that should expand access to capital (see previous coverage of the slight expansion of the Accredited Investor standard here), the SEC on November 2, 2020 raised the caps on the amount that can be raised under certain offering exemptions. Accordingly, it is more important than ever to have your securities counsel on speed-dial. Here is the press release from SEC. As a baseline rule, the United States securities regulatory regime is: all offerings must either (a) be registered with the SEC (it is expensive and time-consuming to register; and ongoing compliance is also expensive and time-consuming), or (b) qualify for an exemption from registration.  As previously noted, the structure of registration exemptions has been criticized (Chairman Clayton described the current landscape as “a patchwork” in his statement in support of the amendments). The amendments here, which were approved along a party-line vote with all three Republican commissioners in favor and both of the two Democratic commissioners against, were described by the SEC in its press release as the “next step in the Commission’s efforts to improve the exempt offering framework for the benefit of investors, emerging companies, and more seasoned issuers. ” Similarly to the Accredited Investor changes, this is a relatively modest change in the overall scope of things, but it is still important to be aware of. It will increase access to capital, but likely by a modest amount – this won’t revolutionize the capital markets or anything. These changes included: significantly (almost 5x) raising the cap on... --- ### Indian doctor tricked into buying “Aladdin’s Lamp” (complete with 100% real and totally not fake at all Genie) for $200k > Corporate lawyer discusses a funny story of a contract gone wrong. - Published: 2020-11-21 - Modified: 2024-02-28 - URL: https://ryanreiffert.com/blog/aladdins-lamp-fraud/ - Categories: Funny, Off-Topic, Uncategorized Suppose someone offered to sell you Aladdin’s Lamp (complete with real, actual genie*), for $200,000. Would you maybe be a little skeptical? Or would you say “OH YEAH, Imma be a $%@#^*# billionaire”? Well, at least one doctor in India opted for the latter. *not cartoon Robin Williams genie, and not blue painted Will Smith genie; but a real actual supernatural creature with magic powers genie or djinn Let’s say you decide to go for it. But you’re a very clever* person, so you figure, “hey, I don’t need to pay the whole $200k up front... I get THREE WISHES of ANY DAMN THING I WANT, so I’ll put a down payment and then use a wish to pay for the rest” and you manage to get the seller to agree to sell you Aladdin’s Lamp for a deposit in the low, low amount of merely $41,600. Seems legit. *but not really all that clever because you believe that magic is (a) totally real and (b) for sale from some random dudes in India Spoiler Alert: there was no actual genie.  (if you are very clever, you might have guessed this plot twist because magic is not real and neither are genies; but if you didn’t, stay tuned there are more opportunities to spot super-obvious frauds coming up) This little gem of a story comes to us courtesy of BBC. A doctor in Meerut, a city in the Western part of India’s state of Uttar Pradesh filed a complaint with police. The... --- ### SEC Expands Definitions of Accredited Investor and QIB, Widening Access to Private Offerings > Access to private securities offerings was broadened by expanding the Accredited Investor and Qualified Institutional Buyer definitions. Read more inside. - Published: 2020-11-12 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/blog/sec-accredited-investors/ - Categories: Business Attorney, Business Law, Corporate Attorney, Corporate Law, Investments, SEC (Securities and Exchange Commission), Securities, Small Business If you have ever raised money as a startup, done private securities deals, raised money for private equity, or done other similar private securities market activities, you know how important the “Accredited Investor” standard is. HINT: if you want to get to exactly what the changes were, then please skip to Part 3 In the United States, the basic rule is that every offering of securities must be either registered with the Securities and Exchange Commission (SEC) or fall under an exemption from registration. Those exemptions generally have restrictions on (i) the amount that may be raised, (ii) the solicitation that may be done, and/or (iii) who may participate. Most relevant to the third of these considerations – who may participate – is the “Accredited Investor” standard set forth in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the 1933 Act), which flows through several of the other exemptions under the 1933 Act. This is very relevant because the process of filing a registration statement in the United States is very expensive, and the price of simply being a public company is also very high. In extreme summary, the basic idea behind the “Accredited Investor” standard is to allow sophisticated individuals who can “fend for themselves” to invest in securities not registered with the SEC (despite the expense to the company of said registration and compliance). While the goal behind this structure of exemptions for private offerings is to prevent securities fraud or abusive practices... --- ### EXPLAINER: CONTRACTS 101 > This is an explainer meant to give you a basic understanding of contract law (written by a corporate lawyer with help from a law student) - Published: 2020-10-26 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/blog/explainer-contracts/ - Categories: Business Attorney, Business Law, Contracts, Corporate Attorney, Corporate Law, Dealmaking, Deals, M&A, Small Business, Texas This post was co-authored by Ryan Reiffert, San Antonio corporate & transactional attorney and Evan Janssen, a student at St. Mary’s School of Law Background Contracts are no strangers at the Law Offices of Ryan Reiffert, PLLC. I assist with and review personal transactions, business agreements, government procurement documents, investment contracts, and much more for individuals, business entities, and more on a daily basis. Some are 2 pages, some are 20 pages, some are 200 pages. But all share the same basic DNA: offer, acceptance, consideration. I bring you this first installment in the explainer series so that you can educate yourself on contract law and – hopefully – better recognize when it’s appropriate to bring in a professional. Contract law is one of the most ancient branches of law, having its roots in Greek and Roman law (in fact Plato’s last and longest dialog is titled The Laws ) and deals in part with the law of contract), and indeed there is evidence of contracts being made and fulfilled in ancient Mesopotamia, some 4 millenia ago. Our modern legal system is somewhat less remotely derived (although still plenty old), descending to us from English Common Law. When it comes to entering into a contract, it is actually not that difficult. In fact, it might sometimes be done almost-accidentally. As mentioned above, under Texas law, you can form a contract or a legally enforceable agreement when you have three simple elements (1) one party makes an offer, (2) the receiving party accepts this offer... --- ### Top 10 Largest Mergers & Acquisitions since 2010 > What were the largest 10 M&A deals of the last decade? A law student and corporate attorney discuss. - Published: 2020-10-20 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/top-10-ma-deals/ - Categories: Business Attorney, Business Law, Corporate Attorney, Dealmaking, Deals, M&A This post was co-authored by Evan Janssen, a student at St. Mary’s School of Law, and Ryan Reiffert, San Antonio corporate & transactional attorney.   In this article, we will discuss the ten largest mergers or acquisitions worldwide since 2010. From media providers to food products, massive mergers and acquisitions between companies have been much more common this decade. In fact, the past 10 years has already seen five mergers with a deal value over $100 Billion, compared to a total of three with a $100B or greater deal value before 2010. As a corporate lawyer, it is important to stay up-to-date on what the market looks like and keep informed about what deals the major players are doing. Needless to say, these blockbuster deals present some interesting stories. Let’s take a look into who these major players are and how they ended up on this list. 10) Charter Communications Acquires Time Warner Transaction Value: $78. 7 B Closing Date: May 18, 2016 Who is this?  Charter Communications is an American telecommunications and mass media company, better known to many consumers as Spectrum. Spectrum is currently the second-largest cable operator in the United States and the fifth largest telephone provider based on residential subscriber line count. How it Happened: Charter tried several times over the years to acquire its rival Time Warner Cable (TWC) but failed on numerous occasions. Comcast, a competing telecom and media company, initially beat Charter to the punch and signed a proposed merger with TWC, but that merger fell through due to... --- ### How to Purchase (or Sell) a Business Now in 5 Steps > How to purchase a business: the 5 steps you need to know from courting to closing. From Ryan Reiffert, San Antonio corporate lawyer. - Published: 2020-10-04 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/5-steps-purchase-business/ - Categories: Business Attorney, Business Law, Contracts, Corporate Attorney, Corporate Law, Dealmaking, Deals, M&A, Small Business, Texas How to Purchase (or Sell) a Business Now in 5 Steps So you want to purchase a business but you are not sure how to go about the process and close the purchase in the right way. LAW OFFICES OF RYAN REIFFERT, PLLC has published this guide to help you in this high-stakes process. Based on our experience in this sector, there are 5 major steps to consider while you are taking this important (and, hopefully, exciting! ) journey. My background in M&A allows me to counsel you to a streamlined process and a good result. Every buyer and seller must know and consider the following for a smooth transaction. Purchase a Business in 5 Steps Matchmaking Due diligence Select Acquisition Structure Closing Post-Closing Matters Step One: Matchmaking The first stage of dealmaking is more ill-defined than the others. Every company can be, in a sense,  said to be in the “matchmaking” phase more or less constantly throughout its lifetime. “But that’s silly,” you might say, “surely not every company is always thinking about making a deal. Sometimes they just want to go about their business and make their money. ” Sure, but what I mean by that is: every company is potentially a candidate for an unsolicited overture from another company. If your business received an unsolicited offer for TEN TIMES what the business is “worth” I’m willing to bet you’d at least give it some thought. Perhaps you’d ultimately accept or perhaps you’d ultimately decline. But I’ll wager you’d at the... --- ### COVID-19 Waivers: When to Use Them, How They Protect You (Or, How They Sometimes Don’t), and A Few Things to Watch Out For > Businesses and corporations are increasingly looking to contractual waivers for limiting COVID liability. Do they work? Should you use one? - Published: 2020-09-21 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/blog/covid-19-waivers/ - Categories: Business Attorney, Business Law, Contracts, Corporate Attorney, Corporate Law, COVID-19, Small Business, Texas, Uncategorized Maybe you’re thinking “oh God, another COVID article”? And if your business is closed, or isn’t customer-facing, or etc. , feel free to skip this one. But, if it’s not, this is timely stuff. I was recently quoted in Reuters and the NY Post, as well as a few other places, about COVID waivers and so, I thought it might be a good time to provide a little guidance on the topic. Background As you know, COVID-19 is a disease caused by the novel coronavirus, SARS-CoV-2. In the majority of people, COVID does not cause significant harm; but in a nontrivial minority of people, it can cause death due to respiratory failure, organ failure, or cytokine storm, and/or severe long-term complications including blood clots leading to brain, heart, or other organ damage. In short, COVID is no picnic. Plaintiff attorneys, unsurprisingly, are very much paying attention. If you do a search for “can I sue someone for COVID” or “COVID negligence lawsuit” or any kind of similar search, you’ll no doubt see what I’m talking about. And that sort of makes sense. For plaintiff attorneys whose regular diet is car accident lawsuits (and those cases are down drastically since folks are driving a whole lot less nowadays), they’ve got to make up that revenue somewhere. So, why not COVID? Given that most courts are still pretty gummed-up at the moment and many of these kind of lawsuits are already being filed, I think it’s safe to say that we’ve only seen the tip... --- ### COVID-19 and Force Majeure: another look > A transactional attorney and law student analyze COVID-19 in light of contractual Force Majeure or Act of God clauses. - Published: 2020-08-25 - Modified: 2024-01-23 - URL: https://ryanreiffert.com/blog/covid-19-and-force-majeure-another-look/ - Categories: Business Attorney, Business Law, Contracts, Coronavirus Relief, COVID-19 This post was co-authored by Evan Janssen, a student at St. Mary's School of Law, and Ryan Reiffert, San Antonio corporate & transactional attorney. In case you’ve been living under a rock, COVID-19 has dominated current events throughout 2020. For the science sticklers among you, a brief detour: COVID-19 is the name of the disease or set of symptoms (very creatively named for “corona virus disease of 2019”) SARS-CoV-2 is the virus that causes the COVID-19 disease (the SARS-CoV-2 designation denotes that the new virus is genetically closely-related to the coronavirus responsible for the SARS outbreak of 2003; as with many movies, the sequel is worse) The term coronavirus describes a type of virus. Most are not so bad (this one is bad). From city wide shutdowns to school, and business lockdowns, mask mandates, government stimulus, more stimulus, and much more, COVID-19 is something that the world simply was not ready for. This includes the legal world in many cases. But it is not just daily life that has been impacted drastically. Businesses across the world have been scrambling to check their contracts for the existence of a Force Majeure clause. We talked about this briefly before but we will go into a little more detail here. The existence, and exact language, of this clause could be the difference for countless contracts in determining whether, and how, a party will be required to uphold their obligation to the contract. Oftentimes, Force Majeure clauses are included by transactional attorneys as an afterthought to... --- ### BREAKING NEWS: More Relief Coming for Small Businesses as Government Refills the Loan Program (a.k.a. PPP Round 2) > Congress is taking the first steps toward expanding the Payroll Protection Program. What does your business need to know? Get the legal perspective here. - Published: 2020-04-22 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/blog/ppp-refill/ - Categories: Business Law, Coronavirus Relief, COVID-19, Political Landscape, Small Business The $350 billion Paycheck Protection Program part of the CARES Act ran out in under two weeks(! ) and now the race is on to get in for the second round before it, too, runs out. You can also read about PPP, CARES act, Force Majeure, and other coronavirus-related topics. The program was plagued by many banks running out of funds early in the process. one of which ended up generating some massive class-action lawsuits (and they say plaintiff work is down in the crisis! ! ) Here are a few resources to read: 1. Banks say they ran out of PPP funding ‘within minutes 2. The Paycheck Protection Program 3. $349 billion coronavirus loan program for small businesses If you want to dig into the numbers so far, you can check out Covid Loan Tracker, which seems like a cool idea, but I cannot speak to its accuracy. As of the date of this post, the largest source of PPP loans appears to be small and regional banks. So, this may provide you an insight if you’re still looking to get funded. Now, for the details of “Round 2” of the PPP As an introductory disclaimer, the Senate version has passed, but the House has not passed the bill yet (a vote is expected on THURSDAY). In the previous version of the PPP contained in the CARES Act, many changes were made from the Senate-passed version to the House-passed version that eventually became law.  Accordingly, if a similar situation occurs with this version (not an unlikely prospect,... --- ### INFOGRAPHIC: How a Startup Grows > INFOGRAPHIC: how a startup grows. Ryan Reiffert, San Antonio business attorney provides some insight for your startup’s growth plan. - Published: 2020-04-12 - Modified: 2024-08-12 - URL: https://ryanreiffert.com/blog/startup-infographic/ - Categories: Business Law, Corporate Law, IPOs (Initial Public Offerings), SEC (Securities and Exchange Commission), Securities, Small Business, Uncategorized The attached infographic shows an example of a company’s journey from its beginning to initial public offering (IPO). Your startup may or may not follow this exact path – some stages may be compressed into one, and others may be separated into different parts. Your company may receive a buyout offer somewhere along the way. You may have more than just one cofounder, or you may have zero. You might not take venture capital. You might linger at the angel investor stage a bit longer. An IPO may not be your exit plan at all (i. e. , you may plan to stay private for as long as possible). Along your journey, you will need to comply with and become aware of securities laws (for example, accredited investor rules or increases to certain exemption caps or other developments) Certain other features will almost always be present (although in perhaps different forms) – the danger zone before becoming revenue negative, the need for mentors and connectors (frequently angel investors), and more. Regardless of what your journey will entail, you will need competent business advisors (corporate attorney, accountant, banker, and more) to help you navigate this path. You can visit our startup practice for more information. And above all, remember: EVERY BIG BUSINESS STARTED OFF AS A SMALL BUSINESS --- ### Coronavirus relief: the CARES Act passes House & Senate, goes to White House [UPDATED] > The House and Senate passed a $2T stimulus bill to address COVID-19. Will this benefit your small business? A business attorney’s perspective. - Published: 2020-03-27 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/blog/coronavirus-relief-act/ - Categories: Business Attorney, Business Law, Contracts, Coronavirus Relief, Political Landscape, Small Business UPDATE: From what I am hearing, the SBA is currently working on regulations setting forth the details of the forgiveable loan program and other parts of the small business-centric portions of the statute – I have heard rumors that they will be released by Monday, but this is a rapidly changing situation, so please check back regularly, is vague and lacking detail in many key respects. But, the regulations should provide more clarity when released (which, again, rumors are that this will be done by Monday; but could be earlier or later, so stay tuned! ) UPDATE: the SBA has released the preliminary (Sample! ! ) application form for the Paycheck Protection Program. I am not aware of any banks taking applications yet, but you can review the application showing what information will be required. SIDE NOTE: these stimulus measures are distinct from the SBA disaster declaration loan program which has been open for several weeks Earlier this week, the Senate passed a record $2 TRILLION STIMULUS BILL dubbed the CARES Act (it stands for “Coronavirus Aid, Relief, and Economic Security Act”) to respond to the COVID-19 crisis caused by the novel coronavirus. Today, the House passed it.  President Trump is expected to sign the bill into law immediately  (also, read my previous article on COVID-19 and Force Majeure clauses. Some have blasted certain parts of this bill as being inadequate, but on the other hand $2 Trillion is a lot of money. I won’t get into the “shoulds” and “shouldn’ts” of politics... --- ### Could the COVID-19 Coronavirus from Wuhan, China be a Terminal Illness for your Contract? Force Majeure, Acts of God, and Your Business > San Antonio corporate lawyer Ryan Reiffert provides analysis of contracts and Force Majeure in light of COVID-19 - Published: 2020-03-22 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/covid-19-force-majeure/ - Categories: Uncategorized PLEASE FOLLOW THE ADVICE BEING GIVEN TO YOU BY MEDICAL PROFESSIONALS OR GOVERNMENT AUTHORITIES AS THE COVID-19 SITUATION DEVELOPS AROUND THE WORLD ANOTHER FORCE MAJEURE ARTICLE HERE Many people are now under quarantine or “social distancing” measures due to the novel coronavirus that was spawned in Wuhan, China and is now sweeping the globe. Of course, this virus could have some serious implications for your health, and it’s important to be responsible. But, the virus could also have some serious implications for your business. “But Ryan, you’re an attorney, not a doctor. What on earth do you have to say about the coronavirus? ” Well, I’m glad you asked. First of all, you should listen to medical professionals. Second, this article isn’t JUST blatant clickbait. It will consider the implications of coronavirus for something that all long-term contracts (and some short-term contracts) should have – a force majeure clause. If your long term contracts don’t have a force majeure clause, you could be playing with fire. I’ll explain why, if it isn’t already clear to you from seeing supply disruptions and similar occurrences. A quick Side Note on Terminology In this article, I use  “coronavirus” and “COVID-19” interchangeably. Technically, this is incorrect and neither of those is the proper way to refer to the virus itself.  Coronaviruses are a family of viruses, and there are many members of this family. Most of them cause only very minor symptoms, but some can be pretty nasty (like SARS or MERS). Think of it this way... “dogs” would include both Chihuahuas and Rottweilers, or “sharks”... --- ### Top 7 Questions to Ask Before Engaging a Business Attorney > Selecting corporate counsel for your business is an important decision. Here are seven questions to ask for this important engagement. - Published: 2020-03-15 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/top-7-questions-to-ask-before-engaging-a-business-attorney/ - Categories: Business Attorney, Business Law, Corporate Attorney, Corporate Law, Texas Selecting corporate counsel for your business is an important decision – having the right advisor in your corner, who is not only a legal expert and a qualified attorney, but a true “counselor” as well, can be a critical component in protecting and growing your business. For an entrepreneur, a new business is a little bit like a baby – it can be fragile and needs care, but given the right protection and resources, can eventually become something truly amazing. Here are a few questions that you should ask before deciding on who you want to represent your “baby. ” 1. Generalist or Specialist? You probably want a business attorney who is somewhat specialized. If your business is going to be making deals and contracts, you will want a deal lawyer; whereas if your business is going to be getting into disputes, you want a litigator. If your business is heavy into real estate, you want a real estate lawyer (and if it isn’t, you don’t. ) If your business is heavy into intellectual property, you may want an intellectual property lawyer (and if it isn’t, you don’t. ) You should ask your potential attorney what practices he or she actively carries on. If the answer is “well, I kind of do everything” it might be better to find someone a little bit more focused on your area. If you’ve ever heard the phrase “jack of all trades, master of none” then you understand the point of finding someone with a bit more... --- ### Transition Services Agreements: overview and new developments > Ryan Reiffert, a San Antonio corporate attorney updates you on Transition Services Agreements (TSAs) – a common deal document for mergers and acquisitions - Published: 2020-03-06 - Modified: 2024-01-23 - URL: https://ryanreiffert.com/blog/transition-services-agreements-overview-and-new-developments/ - Categories: Corporate Law, Dealmaking, Deals, M&A, Uncategorized A key component of some M&A transactions is the Transition Services Agreement, or TSA. The TSA essentially answers the question: what services is the seller required to continue providing to the buyer, for how long, and upon what terms? The TSA is a separate legal agreement from the acquisition agreement, covering certain services to be provided from the seller to the buyer. The services provided pursuant to a TSA could include any manner of services, from accounting to IT, from management to HR. Of course, a TSA may have different terms depending upon the size of the transaction. When do I need a TSA? TSAs are most appropriate for two types of situations: Divestiture Transactions – in other words, the purchase and sale of part (but less than all) of one business to another. Most typically, a TSA will be appropriate when a larger company spins off or sells a division to a smaller company that does not have the infrastructure or in-house support to immediately absorb and support the division (in the converse situation – a larger company purchasing part of a smaller company – the larger company would likely already have the in-house capability to support the division). Key Person Transactions – in other words, a complete purchase of one business by another, where the selling business is run by, or intricately involved with, a key person who will eventually be leaving. The most common example of this is the Founder-CEO who started the business from nothing and has a... --- ### SECURE Act: dramatic changes for Estate Planning > Estate Planning changes were implemented by Congress in January 2020 – Ryan Reiffert, San Antonio estate planning attorney and corporate lawyer, discusses - Published: 2020-02-22 - Modified: 2024-02-22 - URL: https://ryanreiffert.com/blog/secure-act/ - Categories: Estate Planning, Political Landscape, Probate Some Background Remember the almost government shutdown in 2019? Well, the Setting Every Community Up for Retirement Enhancement (SECURE) Act was part of the spending bill rushed through Congress to avoid the shutdown and keep the government open. As usual, it contained many new rules about all kinds of stuff. But for purposes of this post, I want to talk specifically about some rule changes that affect estate planning, including rules regarding IRA payouts to a deceased participant’s beneficiaries. “Why does Congress always insist on having acronyms for their laws? And wasn’t the shutdown in 2018? ? ” I don’t know why they love acronyms so much. And that was the other shutdown. Anyway, that law went into effect last month.  Your estate plan may now need some updating. “Sounds expensive. ” Hopefully not, but ignoring the changes could be a lot more expensive. Here are some of the major changes that were included (but, reminder: don’t try this by yourself, you should consult an estate planning attorney to evaluate your specific circumstances). 1. The End of Stretch IRAs (mostly) Before the SECURE Act, a designated beneficiary of an inherited retirement account could generally “stretch out” the retirement account by taking the required minimum distributions (or RMDs) from the account over the beneficiary’s life expectancy. “This sounds familiar. ” If you had a parent or grandparent leave an IRA, there is a good chance that your family already uses this estate planning tactic. Anyway, the result of these so-called “Stretch IRAs” was that the beneficiary could more-or-less indefinitely extend... --- ### Manager Held Personally Liable for Company Contract Breach > Ryan Reiffert, San Antonio corporate attorney, discusses the alarming case of a manager who was held personally liable for a company contract - Published: 2020-02-16 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/blog/manager-held-personally-liable-for-company-contract-breach/ - Categories: Contracts, Corporate Law, Texas The Court of Appeals for the Fifth District of Texas (this court sits in Dallas) recently issued a decision that should serve as a cautionary tale and another reminder to be careful what you sign, and draft your contracts carefully, in PMC Chase, LLP and Steve Turnbow v. Branch Structural Solutions, Inc. , 05-18-01383-CV (Tex. App. 2020). Branch Structural Solutions, Inc. (BSS) sued PMC Chase, LLC (PMC) and its manager Steve Turnbow (Turnbow) alleging breach of contract and quantum meruit, related to a contract that Turnbow signed. At trial, BSS dropped the claim for breach of contract against PMC (in favor of quantum meruit only), and pursued breach of contract against Turnbow, alleging that Turnbow had entered into the contract in his individual capacity. In case your eyes are glazing over  from all this legalese, let me translate for you: the liability protection that Turnbow thought he was getting from his LLC was worthless due to poor contract drafting & signing practices. The trial court found for BSS and agreed that Turnbow had entered into the contract in his individual capacity. Accordingly, it rendered a judgment against both PMC (for quantum meruit) and Turnbow in his individual capacity (for breach of contract). The Court of Appeals for the Fifth District of Texas, after review, affirmed the finding of personal liability for Turnbow. If you are a manager, owner, or officer of a company, this should alarm you. If you don’t follow the correct procedures when signing contracts, you could be personally on the hook. One... --- ### Is Your Deal’s “Exclusive Remedy” Really Exclusive? Delaware Chancellors Say… Maybe Not > In this case, Delaware held that an “exclusive remedy” termination fee was actually not exclusive. Exercise caution when making deals. - Published: 2020-02-01 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/blog/transaction-remedies-delaware/ - Categories: Corporate Law, Dealmaking, Deals, Delaware, M&A, Uncategorized The Delaware Court of Chancery is the premier forum for complex corporate law disputes. The Chancellors recently clarified some issues regarding the exclusivity (or lack thereof) of purportedly exclusive termination fees for M&A deals, including an exercise in precise reading of contractual language. Corporate lawyers and other deal professionals should all be paying attention. The Deal In April of 2018, two office supply wholesalers, Genuine Parts Company (GPC) and Essendant, Inc. (Essendant), signed a merger agreement – the companies would merge so as to better compete with others such as online and e-commerce office supply providers. Among the agreement’s provisions was a nonsolicitation covenant providing that after signing Essendant would not solicit competing offers The Deal... Gone Wrong But, there were also other parties interested in acquiring Essendant. One of these other parties, Sycamore Partners (Sycamore), eventually persuaded Essendant that it could offer a better deal. Essendant terminated its deal with GPC, paid the termination fee set forth in the agreement, and closed the deal with Sycamore. GPC was, unsurprisingly, not pleased with this turn of events. GPC sued, claiming, inter alia, that the contractual break fee was inadequate and not its exclusive remedy for termination of the deal (for reasons including Essendant’s alleged breach of other provisions of the agreement, such as a nonsolicitation covenant). Essendant disagreed. The Delaware Court of Chancery Decision This disagreement made it to the Delaware Court of Chancery, which rendered a decision on September 9, 2019. Vice Chancellor Slights wrote that: “Essendant now moves to dismiss... ... --- ### Kansas Man Demands ‘Trial By Combat’ to Settle Custody Dispute > A Kansas man has challenged his ex-wife and her attorney to a trial by combat with japanese samurai swords. - Published: 2020-02-01 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/blog/trial-by-combat/ - Categories: Funny, Off-Topic Yes, this really happened. No, it does not have anything to do with my normal topic of business law, M&A, securities, and related issues. Yes, I am going to write about it anyway – if nothing else, it’s an interesting bit of legal history. UPDATE HERE The Des Moines Register reported this bizarre story on January 13, and before that the Carroll Times Herald. It was then (perhaps unsurprisingly) picked up by dozens of major publications and legal bloggers across the country. While Game of Thrones fans may familiar with the practice, invoked several times in the HBO’s smash-hit TV series, it may come as a surprise to you that the concept is not entirely fictional. David Ostrom, 40, of Paola, Kansas, made the demand in a motion filed with an Iowa court, seeking to resolve a custody dispute. Noting that his ex-wife and her attorney have “destroyed legally,” Ostrom wrote that: I now wish to give them the chance to meet me on the field of battle, where I will REND THEIR SOULS from their corporal bodies As for the legal basis for the trial by combat, in his court filings, Ostrom noted that trial by combat “has never been explicitly banned or restricted as a right in these United States” and that it has been used “as recently as 1818 in British Court. ” The judge in this case was clearly less amused by Ostrom’s antics than the rest of us are, writing in his ruling: Until the proper procedural steps... --- ### Goldman Sachs Will Reject Your IPO if Your Board is All Straight White Men > In January 2020, David Solomon, CEO of Goldman Sachs, announced that the investment bank would refuse IPOs of companies with all-male boards of directors. - Published: 2020-02-01 - Modified: 2024-01-23 - URL: https://ryanreiffert.com/blog/ipo-diversity/ - Categories: Corporate Law, Deals, IPOs (Initial Public Offerings), Political Landscape, Securities Goldman Sachs hardly needs an introduction – it is one of the largest, most prominent, and most prestigious investment banks and underwriters of initial public offerings (or IPOs) and an economic titan. This January, Goldman made some waves in the world of corporate boards. David Solomon, Goldman’s CEO, issued a bold statement from the World Economic Forum in Davos, Switzerland calling for increased diversity on companies’ boards of directors. More specifically, Solomon stated “We’re not going to take a company public unless there’s at least one diverse board candidate, with a focus on women. ” The rule will come into force on July 1, and for the time being will focus on US and European companies (Asia is not yet included in the firm’s rule). Solomon’s announcement comes on the heels of similar initiatives by investment managers BlackRock and  (they have announced will vote against board slates without female directors) and the State of California (in September 2018, California passed a law that would fine any public companies with all-male boards $100,000). So, what does this all mean? As an initial matter, one might anticipate some legal challenges going forward. So, stay tuned as to whether any of these initiatives ends up being challenged in court. One might also wonder about whether Goldman’s rival investment banks will follow suit, and whether other states may follow California’s lead. Another open question is how rigorously this rule will actually be enforced (will Goldman really stick to its guns and sit out the IPO of the Next Big... --- ### Big Changes to Securities Offering Exemptions on the Horizon? SEC Seeks Comments on “Harmonization” of Exemptions > July 2019: the SEC signalled that it would be undertaking a review of securities offering exemptions. Startups, small businesses, and investors, take note! - Published: 2020-02-01 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/blog/big-changes-to-securities-offering-exemptions-on-the-horizon-sec-seeks-comments-on-harmonization-of-exemptions/ - Categories: Corporate Law, SEC (Securities and Exchange Commission), Securities UPDATES TO THIS ARTICLE: Update 1 Update 2 On June 18, 2019, the U. S. Securities and Exchange Commission (the “SEC”) published a 211-page Concept Release on Harmonization of Securities Offering Exemptions (the “Release”), seeking comments related to the exempt offering framework for securities (and, as you might have guessed from the title, the harmonization of the various exemptions). The Current Capital-Raising Landscape The SEC notes, on page 16 of the Release, that exempt offerings now represent the significant majority of capital-raising transactions (specifically, exempt offerings accounted for $2. 9 trillion – over twice(! ! ! ) the $1. 4 trillion attributable to registered offerings). Here it is for you directly from the SEC Release: As the regulatory and operational framework for exempt offerings has evolved, the amount raised in exempt markets has increased both absolutely and relative to the public registered markets. In 2018, registered offerings accounted for $1. 4 trillion of new capital compared to approximately $2. 9 trillion that we estimate was raised through exempt offering channels.     That’s over twice as much capital raised in private, exempt offerings than public, registered offerings! In response to this trend toward exempt offerings over registered offerings, the SEC is undertaking a review of available offering exemptions and some related rules and regulations. Some of the most common offering exemptions (most of which require any securities restricted to be restricted securities) include: Section 4(a)(2) – transactions by an issuer “not involving any public offering” Rule 506(b) and 506(d) of Regulation D – a Form D safe harbor for private offerings that requires... --- ## Faqs ### How much do you charge for a consultation? - Published: 2021-03-19 - Modified: 2022-05-09 - URL: https://ryanreiffert.com/blog/faqs/how-much-do-you-charge-for-a-consultation-2/ - Faq Categories: General We charge a fee of $100 for the initial consultation. If you decide to move forward with us, the amount paid will be applied to your retainer or to any fees incurred. --- ### What is Startup Law? - Published: 2021-03-19 - Modified: 2021-04-01 - URL: https://ryanreiffert.com/blog/faqs/what-is-startup-law/ - Faq Categories: Service Related Small businesses and startups often face many similar legal issues. It can be a tremendous benefit to you to have someone on your side who has “been there, done that” and can assist you with navigating the waters. I was previously General Counsel (for about 3 years) of a tech startup that raised over $10M and successfully launched a novel product on a worldwide basis. Click here for more information. --- ### What is an Outside General Counsel? - Published: 2021-03-19 - Modified: 2024-06-24 - URL: https://ryanreiffert.com/blog/faqs/what-is-an-outside-general-counsel/ - Faq Categories: Service Related An in-house general counsel (or GC) is an attorney who works inside of an organization and serves as the “quarterback” for various legal issues – providing additional insight on the risk involved to management and sometimes handling them directly, or other times managing an outside specialist. The main benefit of this arrangement is that involving a competent attorney sooner in the process can keep costs down. However, a full-time in-house GC can be expensive, and the cost is not always justified for a smaller business. In those situations, I am happy to be the “Outside GC” you keep on speed dial and “quarterback” or “triage” an uncertain issue for you. Click here for more information. --- ### How Do I Choose an Estate Planning Attorney? - Published: 2021-03-19 - Modified: 2021-03-24 - URL: https://ryanreiffert.com/blog/faqs/how-do-i-choose-an-estate-planning-attorney/ - Faq Categories: Service Related The short answer is the same as choosing a corporate attorney. Above all, you should choose someone you trust. Education and experience are also very relevant to estate planning. However, it is of particular importance in estate planning to select an attorney who can get along with (or, at the very least, relate to) many diverse family members and bridge any potential conflicts among them. --- ### What is Estate Planning Law? - Published: 2021-03-19 - Modified: 2021-03-24 - URL: https://ryanreiffert.com/blog/faqs/what-is-estate-planning-law/ - Faq Categories: Service Related Estate Planning Law is a body of law that encompasses several different but inter-related goals. Fundamentally, it is about ordering one’s property and holdings in a certain way to accomplish those goals, including: asset protection providing for family after death charitable donations reducing taxes streamlining the transfer of property upon death ... and more --- ### How Do I Choose a San Antonio Corporate Attorney? - Published: 2021-03-19 - Modified: 2021-03-24 - URL: https://ryanreiffert.com/blog/faqs/how-do-i-choose-a-san-antonio-corporate-attorney/ - Faq Categories: Service Related Above all, you should choose someone you trust. When evaluating corporate lawyers or business lawyers, education and experience are also highly important, since this field of law involves a large degree of planning and forthought --- ### What is Corporate Law? - Published: 2021-03-19 - Modified: 2021-04-01 - URL: https://ryanreiffert.com/blog/faqs/what-is-corporate-law/ - Faq Categories: Service Related Corporate law (despite the name) is not just about corporations! Corporate attorneys practice business law and represent business entities, including corporations, limited liability companies, partnerships, joint ventures, and other entities. Some corporate law issues that I regularly deal with include: formations, joint ventures, mergers and acquisitions, securities and investments, financings and debt, regulatory compliance, general contractual issues, and many more. My past work includes a spectrum experience from Wall Street blue-chip multibillion-dollar deals to small two-person businesses signing their first office lease. Click here for more information. --- ### Do I really need an attorney? - Published: 2021-03-19 - Modified: 2021-03-24 - URL: https://ryanreiffert.com/blog/faqs/do-i-really-need-an-attorney/ - Faq Categories: Service Related Maybe. Sometimes it’s too early (or too late) for an attorney to get involved, and other times it’s the exact right time. It depends very much on your particular facts and circumstances. We can explore this in your initial consultation. I would much rather establish a trusting, long-term business relationship with you than try to “sell you” on some legal services you don’t really need for a short-term profit. --- ### What industries do you have experience in? - Published: 2021-03-19 - Modified: 2021-03-24 - URL: https://ryanreiffert.com/blog/faqs/what-industries-do-you-have-experience-in/ - Faq Categories: Service Related I have represented many companies in many different industries, including: technology, banking, oil & gas, real estate, medical & nursing, investments & finance, holistic medicine, gyms & trainers, advertising & media, and many more. --- ### Do I need to come into your office and meet you in person to retain you or receive legal services? - Published: 2021-03-19 - Modified: 2021-03-24 - URL: https://ryanreiffert.com/blog/faqs/do-i-need-to-come-into-your-office-and-meet-you-in-person-to-retain-you-or-receive-legal-services/ - Faq Categories: General Not necessarily. While it is often preferable for you to come into the office for a first meeting, we can also arrange a virtual meeting, a video conference or a meeting at another location (such as a co-working space). --- ### Do you handle Personal Injury, Child Custody, Divorce, Immigration, or Criminal cases? - Published: 2021-03-19 - Modified: 2021-03-24 - URL: https://ryanreiffert.com/blog/faqs/do-you-handle-personal-injury-child-custody-divorce-immigration-or-criminal-cases/ - Faq Categories: General No. You’ve heard the phrase “jack of all trades, but master of none” haven’t you? That isn’t me. I am happy to take a secondary or consulting role on one of these types of matters for my existing clients, but I generally do not practice in these fields. --- ### What payment methods do you accept? - Published: 2021-03-19 - Modified: 2021-04-01 - URL: https://ryanreiffert.com/blog/faqs/how-much-do-you-charge-for-a-consultation/ - Faq Categories: General We accept cash, checks, wire transfer, Venmo, PayPal, Visa, Master Card, American Express, and Discover. If you wish to explore other forms of payment, please send an inquiry here. --- ### Are you the right Law Firm for me? - Published: 2021-03-19 - Modified: 2021-04-01 - URL: https://ryanreiffert.com/blog/faqs/are-you-the-right-law-firm-for-me/ - Faq Categories: General Choosing a lawyer or law firm to represent you is an incredibly important decision. I can deliver the personal attention and expertise to help solve your business issues. If your issue falls into one of my Practice Areas, let’s talk. Sometimes, I can’t help. In those cases, I’m happy to make a referral to an expert attorney in another field, a low-cost or pro bono legal service provider, or other resources. Either way, your initial consultation is free. Contact us. --- ### I need a quote. Whom do I contact? - Published: 2021-03-19 - Modified: 2021-04-01 - URL: https://ryanreiffert.com/blog/faqs/i-need-a-quote-whom-do-i-contact/ - Faq Categories: General You can submit a request via email at info@ryanreiffert. com, or you can also request more information, including a fee quote, on the Contact page. You are also welcome to call or write. ---