Business

Successful, established and emerging companies in Texas rely on Thompson Coe to balance owners’ business and personal concerns. Our business attorneys advise many small businesses by helping them operate professionally, avoid problems, pursue opportunities and manage the transitions that growth brings.

Practice Highlights: Business Lawyers
  • Experienced business law practitioners, including lawyers with more than 30 years of experience advising business clients
  • A value-driven and lean organization that enables individual lawyers to work directly with clients on a matter to address a variety of issues without costly overstaffing
  • The insight to offer a real world perspective and objective assessment of risks and opportunities.

Strategy, Strength, Sophistication

Some law firms take a fragmented, deal-by-deal approach to helping business clients. Important issues can be overlooked with this method. Thompson Coe lawyers are true legal, business and tax advisors who work with clients from the formation of their company, through expansion to maturity.

Clients rely on our lawyers’ business skills that cover such key disciplines as entity formation, tax planning, real estate transactions, financing and commercial dispute resolution. Because of the wide range of experience of our business attorneys, a single Thompson Coe lawyer can often assess and address multiple interrelated issues, such as the tax implications of a business acquisition or a real estate deal. Thus, our clients get the benefit of efficient, cost-effective legal guidance without having to pay for unnecessary staffing or services.

When an issue requires greater depth of experience or knowledge than a single advisor can provide, we access the right Thompson Coe team of lawyers at the right time.

Business Entity Formation

Choosing the appropriate legal entity is the foundation of good business planning. Our lawyers help clients understand the benefits and potential restrictions of the various types of available business entities. We evaluate which type of entity is the most appropriate to facilitate growth and financing needs while maximizing tax advantages. That includes assistance in selecting the proper management and organizational structure and operational controls. We prepare all documentation necessary to establish and maintain:

  • General Partnerships and Joint Ventures
  • Corporations
  • Limited Liability Companies (LLC)
  • Limited Partnerships (LP)
  • Limited Liability Partnerships (LLP)
  • Entities Disregarded for Federal Income Tax Purposes
  • Professional Corporations (PC), Professional Associations (PA) and Professional Limited Liability Companies (PLLC).

Financing/Capital Formation

Our attorneys assist family-owned businesses and other private companies with traditional loans from banks, life insurance companies and other lenders. We also help our small business clients with private placements to obtain the capital needed in the start-up phase of their business as well as to ensure long-term growth.

Mergers and Acquisitions

Thompson Coe helps privately-owned companies grow through mergers and acquisitions of other companies. We also advise business owners on exit strategies such as the sale of stock of the company or the sale of its assets. We provide start-to-finish assistance with the structuring, negotiation, documentation and closing of these transactions, covering everything from due diligence to proper tax planning. Among the services we provide is the negotiation and drafting of:

  • Merger and other Tax-Free Reorganization Agreements
  • Stock Purchase Agreements
  • Asset Purchase Agreements

Ownership and Succession Planning

We advise owners of family and other closely-held businesses in connection with structuring and planning for changes in equity ownership and management to assure a smooth transition in the most tax effective manner. In addition to drafting estate plans for business owners, we prepare:

  • Buy-Sell Agreements for Corporations, Limited Liability Companies, Limited Partnerships and their owners
  • Voting Agreements.

Employee Benefits/Executive Compensation

Using a multi-disciplinary approach, we provide advice with respect to employee benefit plans such as:

  • Qualified Retirement Plans
  • Health Plans
  • Fringe Benefit and Cafeteria Plans.

We also assist in structuring compensation plans for executives and key employees, which may include:

  • Employment Agreements, including Non-Compete and Confidential Information Restrictions
  • Restricted Stock and other Incentive Compensation Plans
  • Stock Option Plans
  • Other Non-Qualified Deferred Compensation Plans.

Real Estate

When our business clients buy, sell or lease real estate, we provide all the services necessary to complete the transaction. The firm's business attorneys can handle every stage of a real estate transaction including:

  • Due Diligence Reviews
  • Purchase and Sale Agreements
  • Like Kind Exchanges
  • Land Use and Entitlements
  • Acquisition and Development Loans
  • Construction Agreements
  • Retail, Office and Industrial Leases and Subleases
  • Property Management Agreements
  • Ground Leases
  • Restrictive Covenants.

Our lawyers work to maximize tax advantages in deal structuring and excel at anticipating and resolving due diligence issues during negotiation. Business clients can also rely on us to evaluate financing alternatives, develop and analyze lease versus ownership advantages, and identify tax and economic incentives.

In today’s challenging real estate market, we have special strength at working with business clients on creative problem solving ideas. For example, we often work to resolve defaults on financing for office, residential and retail properties by restructuring the loan. Our lawyers are also skilled at sublease transactions, lease negotiations and drafting, including helping our clients assign commercial real estate space they no longer need or can afford.

Tax Planning

Our firm is experienced at representing business clients in the full range of federal and state tax matters, particularly those relating to:

  • Entity Formation
  • Mergers and Acquisitions
  • Real Estate Transactions, including Like Kind Exchanges
  • Planning for Partnerships, C Corporations, S Corporations and Disregarded Entities
  • Workouts and Bankruptcies
  • Texas Franchise/Margin Tax Planning
  • Executive Compensation
  • Charitable Giving/Private Foundations
  • Federal Estate, Gift and Generation-Skipping Tax Planning.

Estate Planning/Probate and Administration

Using what we’ve learned from working with many small businesses, we craft personalized estate planning solutions that maximize financial benefits while minimizing transfer taxes. Estate plans address the relevant tax issues, as well as business succession guidance that helps small business owners develop the right strategies to maintain or relinquish control of their companies, as personal needs and requirements dictate. We prepare:

  • Wills
  • Revocable Trusts
  • Irrevocable Investment Trusts
  • Durable Powers of Attorney
  • Medical Care Powers of Attorney
  • Directives to Physicians
  • Premarital and Postmarital Agreements
  • Irrevocable Life Insurance Trusts
  • Family Limited Partnerships
  • Private Foundations
  • Charitable Trusts.

We also handle probate of wills and assist personal representatives with the administration of decedents’ estates.

Bankruptcy

Thompson Coe offers the rare combination of experienced bankruptcy lawyers who have in-depth knowledge of the complex insurance issues involved in bankruptcy or reorganization. We are skilled courtroom advocates who can handle both dispute resolution and transactional concerns in for insurers and other creditors in bankruptcy and reorganization. Our lawyers regularly appear in Texas federal and state courts (including all four Texas federal bankruptcy courts), and frequently represent clients outside the state. We have a broad based practice and can handle almost anything that arises in insolvency, whether before or after a bankruptcy filing.

Non-Profit Organizations

We assist clients with the formation of non-profit corporations and obtaining tax-exempt status for those entities. We also provide advice concerning operational restrictions, prohibited transactions and other Internal Revenue Code and Treasury Regulation requirements.

Summary: Partners and Advisors

Thompson Coe lawyers work with business clients and their owners as trusted colleagues. Our lawyers invest the time to understand our clients’ operations and strategies. We do not divide business services into separate packages that require clients to work with numerous lawyers. Instead, one or two trusted advisors, backed by our firm’s full capabilities as needed, apply the skills dictated by each engagement and charge reasonably for them. It’s the kind of approach that our clients value and appreciate, and we customize our services to fit the unique requirements of each company or business owner.