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Episode 32 - Getting Down to Business

Episode 32 - Getting Down to Business

Welcome to the top Texas Lawyers podcast. This podcast is brought to you by the law firm Abercrombie and Sanchez PLLC.

Your hosts are Bryan Abercrombie and Samuel Sanchez. Bryan has been practicing law for 18 years and his board certified that sort of legal specialization in the area of family law. Sam has been practicing for 13 years, is licensed in both Texas and Florida, and is a certified mediator. This podcast is for informational purposes only and all views are the opinion of the hosts. It's not designed to provide legal advice for your particular legal matter, and it should not replace the advice of competent counsel. Welcome. And we hope you enjoy the top Texas Lawyers podcast.

Good afternoon and welcome to the Top Texas Lawyers Podcast. I am your host, Bryan Abercrombie, and with me, as always, is the yin to my yang, the host as well, the co-host, Sam Sanchez. How are you doing, Sam?

Not too bad.  The Cassidy to your Sundance. The cheese to your nachos.

Yes, the cookies to my Cookies & Cream, ice cream. Unfortunately, that's probably too much Cookies & Cream ice cream over the course of this pandemic, which means I've got to get to the gym. That's another story. We'll talk about that on another podcast. Anyway, we haven't been on for a while. So what you been up to, Sam?

It's been a little crazy; I'm not going to lie. Pandemic COVID vaccinated. That's always a good thing, you know?

So, yes, I got my vaccination, got a vaccination card as well. So we're headed in the right direction. We've been getting slammed lately, which is really good. But here we are. We thought we'd kick it around a little bit, change our topic up a little bit this week. We're not talking about divorce, but we're going to talk about a split, the J-Lo split, but we're going to talk about it in the context of small business or business formation or winding up a business or all of those kinds of things that deal with your with your small business. If you're a small business owner, there's a lot of issues with small businesses these days with the COVID pandemic and everything that was shut down getting back up and running and hiring employees, forming businesses, all that kind of stuff. But in the context of the J-Lo thing, they were never married, engaged for two years. But during that time, they were pretty, pretty busy. They were doing business, doing deals.

They were married at the business hip. They may not have been married at the marital hip, but business wise, they definitely were.

So, Sam, you were a Florida guy for a time. Tell me about Star Island in Miami. That really what all it's cracked up to be?

That's where the money is.

Apparently it is because J-Lo and A-Rod purchased a jointly-owned thirty three million dollar mansion on Star Island.

Yeah, it's pretty significantly.  There's definitely a prerequisite to lots of dollars to live there.

For anybody who doesn't know, if you've been under a rock for the last couple of years, J-Lo got her start on In Living Color and has parlayed that into quite a successful performance and movie career with the records and the dancing and the whole thing. She's quite a success. She's worth probably over four hundred million dollars. And A-Rod is probably one of the top baseball players of all time. You got the steroid thing, but...

I think the Texas Rangers are still paying him.

They probably still are. Obviously, he used to be a Yankee and, you know, love him or hate him. He has some of the top stat lines of all time in baseball. And he got one of the highest contracts of all time, at least at the time. If it was the highest contract of all time, obviously, it's since been surpassed. But it was, what, two hundred and fifteen million dollars or something? Somewhere in that neighborhood, it was fairly substantial. So A-Rod and J-Lo get together. They start going into business. I think they were trying to buy the New York Mets at one point. Thankfully, that didn't happen given the split.  A-Rod tried to buy a hotel chain. You know, J-Lo like I said, she's got an entertainment empire worth four hundred million dollars.

They even bought a private island in the Caribbean. They've got a lot of bunch a bunch of property in Puerto Rico. They had business buildings in the Miami area, some Los Angeles properties. I mean, they they were pretty well diversified. They had a lot of money to be able to do that. And obviously both successful in their own right and they built entities together. So obviously, a lot of times we spend time talking about how you're going to get divorced. These two were never married and they very publicly said, we're not married. You know, we're not even engaged some days.

And they're not  just rich people throwing money around. I mean, their businesses have done done decently well. I mean, they've have a couple of a couple of self-help kind of things, fitness, coaching and all that kind of stuff. So they have done done pretty well for themselves according to this article. And they all seem they've done pretty well in real estate. And so they're not just rich people throwing money around now.

They've actually got some pretty good people around them that really helped them build an empire together. And in the years that they were together, you know, a lot of times you're really building a future, especially when there's that proposal, right? There's that. Hey, you know, we anticipate this marital union, which really all the marriage law is is contract. So they're already kind of figuring out like, how do we match our empire together and then you get to the doorstep of, hey, let's say I do, and they say I don't. And now what? Right. So now you're looking into this.

And according to this article, they're still great friends. And so we'll see how how the businesses stay together and whether they stay together when they wrap them up. But I think that maybe ties into our topic du jour, which is your business, and how to form a business.

Yeah, and there's a lot of different ways to do it, obviously.

So let's start by talking a little bit about forming a business. I mean, first of all, we talked about it a little bit off off the air. And first and foremost, we thought you have to get a team surrounding you, a good team. And what do you think a good team looks like, Sam?

Well, I think first and foremost, you know, it's always good to have a banker on your side. A lot of times it's going to take some capital or some investment. If you have the dollars, great. Even if you do have the dollars, you may want to use somebody else's money rather than your own. So that's always somebody good. You're going to need a bank account most of the time for businesses anyways, whether it's a commercial account or additional private accounts. So you're going to want to talk about those things. The good banker will stay on top of that.  Also, I would tell you to get a good certified public accountant. CPAs know their way around the tax code. And a lot of times if you have conversations with your CPA about what you're trying to do in your business, they can help navigate what may be the best structure is tax wise for you to create. Is it an LLC? Is it a C-Corp? Is it a partnership? You know, there's a lot of different perspectives and tax perspective. It's a very important thing to define early on.

Super important. Super important to consider, especially if you have any success coming out of the gate, that first year can be can be a hickey on the taxes. If you're not prepared, it can get you.  You should also think about maybe a business evaluator or somebody to help you get a business plan together, depending on what the type of business you're going into is. Most of the time you're not going to go into something that you don't know about. I mean, some people do, but most of the time you're going to go into a business that, you know, a little something about. So starting the small business, you want to form an entity, most likely you're never going to want to run a small business under a sole proprietorship just for liability standpoint. And just from looking at the different ways you can form a business, why would you form a business? I think typically you're going to you're going to form a business for tax reasons, liability reasons being the two biggest things.

Yeah. When I was just before we go too far, I mean, obviously a big, important person on that list is an attorney. OK, you can have the best tax advice in the world, the best business plan in the world. But if you put together a shoddy organization or you don't do the articles correctly or you don't get it registered correctly, you don't have the protection for the liability to potentially incur. So you have to have a really good lawyer on board to just help kind of tie all these together into a legal entity, whatever that may be, that can help guide the foundation of your business as it grows.

Now, let's talk about the different types of entities you can form. I mean, at least in Texas, I mean, other states have some other kind of little bit of variations on on entities. So we won't talk about those. But in Texas, I mean, you can form a partnership, you can form a corporation, whether that be a small corporation and like an S-Corp, or a large corporation, like a C-Corp, you can operate as an LLC, which gives you profit splitting abilities like a partnership, but it also gives you limited liability protection like a corporation. So those things are obviously you want to look at what type of business you're going into, whether that's high risk, low risk. You never want to put your personal wealth or security on the line for a business if you can avoid it. That's that's why you you form a corporation, form an LLC.

Yeah, absolutely. You know, and there's variations like you talked about, you know, obviously partnerships a lot of people know look at sole proprietorships and what's the problem with it, whether you're going to want to talk to those with your CPA, with your attorney general partnerships, you know, how many people are going to be involved? Is somebody really the money behind it? And the other guys are limited partners. How do you want to really deal with liability is a big question that the attorneys will help you answer in relation to each one of those structures. Because what we really talk about when we're trying to give clients direction about what type of business to form is how much exposure. To your point, Bryan, do you want to have personal exposure? Most people say no, right? Most people say I don't want to expose any of my personal wealth. And the business is one thing, but I want it to be different for me. Well, that means taking certain steps and measures to ensure separation. Right. So we talk about a corporate veil. A lot of times in the legal world that really means is that any entity that you create operates independent of you personally. It's when you mix those two and that's usually what a sole proprietor will do. They open themselves up to some liability. So these are the types of conversations that at the very inception of any business that you're going to create, you want to have with all these parties that we've talked about.

And even if you're forming a partnership, let's say you're going into business with a friend of yours or whatever, you you probably want to try to cap your liability at whatever whatever your investment is. I mean, that's what a limited partnership potentially does for you. You're not liable for for the other person's bad acts potentially, or, you know, you typically trust the person you're going into business with. So you go into business. But I mean, if it goes sideways, you want to you want to have a little bit of a protection so you can have a little bit about and not expose yourself to too much risk

In that structure that you create is really going to help you with that. Right. Obviously, the way you set up the transparency in the general partnership or if you're looking at it and you say, well, it's a business and we're going to have a president and we're going to have a treasurer and we're going to have all these different roles, we have to have annual meetings. There's there's different requisite prerequisites to maintaining each of these formations, not including registering with the state, which you're creating this entity. So if you're created in Texas or created in Florida, you created in Maryland because a lot of people base their corporations out of that state because of the laws they're set up. So there's just a lot of different things to consider, including your taxes. Right. So like personal taxes, business tax, how they're interrelated. What are you going to do with profits? How do you do distributions? Are you going to issue stock at the inception of your creation of your company? If so, who's going to hold them? When are you going to issue more? How do you let people buy in? These are all it sounds really easy because there are people who do it. I mean, I'll tell you, I have a friend who went out and just started a business.

It's like, hey, you want some extra money? I like being outside. So on weekends and in the evenings, in the summertime, he goes out and he's got a full time job and it's a professional job. He was out doing lawns and he had like fifteen lawns just in his neighborhood. And he said, he's like, you know, people were asking, hey, would you do my yard? Would you mine? So he expanded it, start hiring people. And before you know it, he's got employees. He's got equipment, he's buying another truck. And we sat down, he asked me, you guys, hey, do you think I should form a business? I was like, you already formed a business. He's like, No, no, I haven't formed anything. I just started doing this stuff I didn't even really know. But now it's kind of getting out of hand and people asking for their W-2, you know, I'm supposed to get it to them. I don't know what any of that crap is. Yeah, I think I think we need to hold this information. Let's try to go from this point to just make sure you're not giving up your house and something bad happens when you're on somebody else's house.

Right. You don't want that person to get cut by a lawnmower and then then you lose your house as a result.

Or shattering somebody's vehicle window with a rock that comes out of your lawnmower. And you're like they're like, hey, who's paying that? You're like, I thought you were.

No, no. I mean, that's true to your point. I mean, that's a really good point. Where are you going to form your company when you form it? And oftentimes you want to try to form it probably as near to the time you go into business as you can just to avoid potential liability pitfalls. But you know where you're going to form your company. I mean, different states. I mean, everybody used to form their corporations in Nevada or Delaware. That was a huge deal. It wasn't just Joe Biden, the state. It was the state where you went to form your corporation, the old Delaware Subchapter S-Corporation. I think other states have now gotten friendlier corporation laws nowadays. But I hear Nevada, not Nevada, but Montana may be a good spot. But but obviously we're in Texas. So we're talking about Texas mostly. But, yeah, where you form your corporation is important. And what you form, like you're saying, I mean, and just to go in briefly, I'll give you a Reader's Digest version. Correct me if I'm wrong on any of this, on what the different entities are. You know, you have a large corporation, which would be a C-Corp, which you can have an unlimited number of shareholders. You would issue stock, you would have a board of directors, you would have potentially shareholders, board of directors, corporate officers. You can you can limit the number of all that stuff down.

But but a C-Corp does have its own tax category and things like that. An S-Corp would be a limited minimum number of shareholders. It can only be a certain amount limited shareholders. It's a lot more closely held, allows for allows for a small number of of corporate investors to be involved in a company. And and that would typically also have officers and a board of directors potentially for an S-Corp. It can also help you. It would also be taxed similarly to a partnership or an LLC. An LLC is basically set up like a partnership. But basically the each member has what are called membership shares. And then they split profits, kind of like a partnership based on your membership shares. And then it but it gets the limited liability protection of a corporation. Then a partnership is typically fifty percent or whatever. Whatever the partnership is, a straight partnership is typically one or more partners owns whatever percentage, and they also share the liability and whatever percentage. And then there could be limited partnerships where one person owns a limited part of the business, but they still share in a certain amount of profit and then vice versa. Then there's limited general partners in a limited partnership. So the general partner would control almost everything a limited partner would be probably the money man typically, and then they would get return on their investment.

And then keep in mind that that all of this stuff can be stacked. So you can have a corporation that's owned partially, you know, you can have a corporation on the top that's got some shareholders potentially that that are individuals and possibly some other business entities. You can have an LLC that's owned by a partnership. You can have a corporation that's got an LLC in there. You've got all kinds of different spinoffs. You can do that. And it sounds confusing, but let's say you're in a business and you have let's say let's talk about your guy to have a lot business. Let's say he has a lawn business over here and it's in an LLC or whatever, whatever entity wants to put it in. But let's say he decides to go out and says, you know what, Sam? I like Chick-fil-A. I'm going to go invest in Chick-fil-A and buy myself a Chick-fil-A franchise. He's probably not going to want to have the Chick-fil-A franchise and the lawn business under the same umbrella. So you probably form a different company to hold the Chick-fil-A assets in a different company, to hold the land company assets and then potentially a parent company on top that would kind of administer, you know, everything. It just kind of keeps things cleaner, keeps your profit streams and it keeps your liabilities separated. But that's where the team comes in.

Yeah, absolutely, because, you know, that's where your CPA can come in and say, hey, look, for tax purposes, keeping this entity that usually takes a loss separate from this other company that is on its own, has its own property that it owns and is turning a profit. The parent company filing their their own individual tax return. Because when we say an entity, you know, most people have to understand is that we're not just talking about the name of a company. You're actually creating a fictional individual, an individual that can own property, an individual that can have their own tax bill, an individual that can have their own credit lines. I mean, these are things that a company, when you create it correctly, is like a person, a virtual person. And that can be very helpful to the business starting up or even an existing business. When they look at it and they say, you know, we've grown bigger than what we started. We started out as general partnership, but now we're so big we need to allow other people in or we need to restructure for tax purposes, or we need to really look at limiting our liability. And so it can be that transition that, like you said, stacks what used to be an LLC or GP into an S-Corp or a C-Corp and any combination thereof, depending on what's most beneficial to you.

And that's where that team is really going to help you solidify that plan. You know, on top of that, too, I would tell you that things to consider along with this is, you know, businesses are all unique. There's very rarely any two businesses that are exactly the same. And what I mean by that is there's logos. There's potentially if it's, you know, certain things that are going to need to be copyrighted or, you know, you've come up with this really grand, unique idea that may need to be patented or trademark. And so these are the pieces where a lawyer can really help guide you through that process to help you understand. Hey, look, you've got the best idea in the world. It's going to it's a it's a billion dollar idea. But if you don't protect it, then it's somebody else's billion, a billion dollar idea, too. And there's nothing you can do about it. And people will say that imitation is the sincerest form of form of flattery, but it's not in the business world.

In the business world, it just pisses you off.

Right.

And you sit there and you're like, what? That's a lawsuit.

Yes.

And inevitably, that's what people get into huge problems as they sit down and they say, that was my idea. Somebody else will say, well, show me your paperwork, show me your registration papers, show me the trademark of the copyright so that I know I was infringing on that. Because if you don't have that now, it must be put on notice

Or a patent. If it's intellectual property, potentially. I mean.

Yeah, so that really in businesses, I think is something else that you need to consider. You have the best idea in the world. But if you don't protect it, if you don't structure it right, you're just doing yourself a disservice.

And that's where, like I said, that's where the team comes in. Sometimes you're your specific team is going to have a specific person that it needs on the team, like a, I don't know, a patent lawyer or somebody that's going to get to be able to get you a patent registered. If you have a super unique idea and there's a super you know, many, many patents have come about, you know, and create many, many billionaires.

So, I mean, they get all of that. A good example of that is, obviously, I have a lot of family that's in the petroleum industry. And I will tell you that there's these little things that as engineers or as, you know, heads of these these small companies that service these oil big oil conglomerates, you know, in creation of whether it be a sulfur plant or petroleum plant, whatever it is they create, you know, they have all these people who create certain things to make things work. And a lot of times it's just on the job need. Right. So they sit down and they say, well, you know, we need an adjustment for this valve. We need to be able to get this particular angle. And so if we only had a tool that would do this or if we only had something that we could craft or create that would allow us to do it. And when they make it and it works, that in and of itself could be a million dollar idea. And the person who's doing that is a craftsman, that it could be somebody who's a welder. It could be somebody who's an air fitter. You know, it could be an engineer who helped design that create it.

And so when you create something like that, you should automatically think like if even if I don't want to create a separate business in its entirety, I do want to protect that. That is a business in and of itself. Just having that so that you can market it to other companies that say, hey, look, this we used it on this job and it's applicable to the entire petroleum industry, could be millions and millions of dollars tied up in that one thing. And if you don't do it, guess what they're going to do? They're just going to replicate it. Somebody is going to go out and go, yeah, just fabricate this. Nobody has a copyright or patent on it. And why don't we go ahead and do that? And it was your idea. So be thinking as you know what I. Well, I guess the point I'm trying to make is that businesses can come up even when you're not planning. To create a business, you just did something out of necessity, but all of a sudden it becomes his business and you stop at that moment and really bring that team together so that they can help protect that idea.

And then how it's not how Velcro was created. I mean, look at it, use it for almost everything. It was created as a fix for something. And now it's its own multibillion dollar billion idea. I think there was a about a guy that created like, I guess it was soundless Velcro and a guy was living in this giant house. And everything like that is his claim to fame and life with silent Velcro. I think that was fictional, but it was but was funny. But no, you're absolutely right. I mean, there's there's you know, there's tons of tons of ideas out there. There's tons of money making ideas and things that help society. Get your credit and get your get your credit and make sure you protect your your unique investment and your unique idea. So let's talk about the downside of business. I mean, obviously, we're coming out of this this global pandemic and we've got a lot of businesses that are shutting down. We got a lot of businesses that are losing money. And let's talk about the old going out of business. Some see it a lot in the restaurant and food industry and stuff like that. They're having trouble getting back on their feet. A lot of a lot of mom and pop type restaurants and things like that or are shutting down or, you know, it's sad, but unfortunately, that's the reality that we're living in. But, you know, you have to take steps.

If you're shutting down a business or you're selling a business, you have to take steps to know to to deal with that. And that's where the team comes in. Also, you've got to make sure you shore up any liabilities on a business sale or on a business winding up. You got to make sure you get that CPA in there so you can get any tax liability taken care of, whether that's state tax or or or federal tax. I mean, because a lot of this a lot of businesses have state franchise tax obligations and things like that. So you don't want it to hinder you trying to form another business. You don't want it to hinder you. You don't want to end up in a lawsuit based on the sale of a business that you want to make sure you get that team on board to get your business wrapped up or get everything out in the open if you're going to make a sale. I know. Oftentimes most of the business litigation that we've been involved in has been really related around a non-disclosure, around the time of a business sale. But they didn't disclose some huge liability or they didn't disclose something that was going on, that somebody bought it. And they feel like they got sold a pig in a poke and now they they want their money back. And that's where the. That's where the lawsuits happen.

Yeah, yeah, and for sure, I mean, like in that think about this as a context for whether you're getting bought out. You've got this great business. Somebody comes in and they're like, we're going to offer you a ton of money, every businessman's dream, right? So you get to retire. We're going to take over your business. OK, well, how do we do that one? You've got to have a lawyer. You've got to have a CPA. You've got to have the people in place to be able to kind of make sure that your interests are protected and you're not left holding the bag after the business is gone. And on top of that, a lot of times when they come in to do that kind of stuff, businesses that are going to buy out of the business or non compete clauses, even it could be within a partnership. So you're doing a winding up and you're like, hey, look, I'm going to stay in the business as other partners. Like, well, I went out and they're like, yeah, OK, well, I don't want to compete with you. I don't want you to like two weeks later get tired of playing golf or gardening and decide the exact same business.

Yeah, exactly. So what does that look like? It could be through a divorce. You know, you could look at it and say, hey, do I want to put provisions in there between the partners that wives or husbands don't have an interest just because you get married or you know, and there's certain obviously there's certain types of industries where a partnership or whatever type of entity create somebody else can't own it anyways, lawyers, doctors, anything typically that you have to have a professional license. They won't allow typically a non licensed person to have an ownership interest in those types of businesses. So these are particular clauses that you really got to be able to do. And so as you're creating these types of things, you really think about the beginning, which we started talking about, you think about how do we operate it as it's ongoing. That's really where the team comes in. But you never get rid of that team because if you ever need to wind it up, that team is going to come right back in and say, OK, well, how do we dismantle something that we created? It's really important. I understand that.

And we went through a you know, we went through a representative client on a business sale a couple of years ago. And, you know, we had everything from a virtual document room with years and years and years worth of financials and every single contract that the business had ever done to. And that was all heavily scrutinized during this process. There was almost every slip of paper, I think, that the company had ever generated and every dollar of revenue, everyone they'd ever hired -- the whole nine yards. So, I mean, it's important to keep that stuff together. That's where the team comes in, because they can help you work through all that stuff, help you get all those documents together and things like that. So if you're ever selling a business and you want to retire and go play golf, you're going to want that that sale to go as smoothly as possible. And I think a good legal team, good CPAs, good everybody. I mean, even insurance people, even business evaluators, even some type of scientific professional potentially could be part of this team. The important thing is to get a good team together. I mean, that's that's all there is to it. Everybody, CPAs or CPAs for a reason. And lawyers are lawyers for a reason. Doctors are doctors for a reason. Bankers are bankers for a reason. And, you know, you just you get you get a good team together and you get a good quarterback for the team. And, you know, you normally are more successful than you would be otherwise is a cheat. No, it's not that. But often times it is worth it.

Worth its weight in platinum. People who don't get it are always the people who come back later on. It's always I wish I had done that. Don't be that person, you know, really kind of get ahead of the game and make sure that you're in control of your destiny, your manifest destiny.

Where we've seen clients over the years just for small business owners. I mean, this is really, really directed at small business owners because there's whole law firms with due diligence teams to go into a big a big corporation merger or sale. But this is more for small business owners. I mean, if you're buying that restaurant down the street or you're buying a pet store, you're buying a shoe store or whatever the case may be. That's where that's where you got to be a little bit concerned, especially with a small mom and pop operation you're buying, you're probably buying some name recognition there with that business. Typically, if it's local, you want to you want to make sure you go through everything and make sure there's not some super outstanding liabilities. I mean, I had a we had a case one time where they had bought a business and they didn't realize there was there was a whole slew of franchise taxes that were owed by the business until they were about to close the sale. And it almost uprooted everything. So it's it's stuff that you got to really be looking out for liabilities. You've got to be looking out for potential liabilities. What if they had an employee two months ago that's slipped and fell in the kitchen and broke a leg? And, you know, there's a potential lawsuit out there on the horizon and it's not disclosed. And you're the new owner. You come in there and the second day on the job, you get slapped with a lawsuit. Do you have nothing to do with. So it does happen, you've got to you've got to you've got to do your homework and you've got to do your due diligence.

Yeah, it's really important to to really take that note and put it into practice, you know, a lot of times what we're telling you, you know, you're going to sit down here and say, well, it seems pretty easy, maybe I can do it without the team. And I'm just going to encourage everybody who's listening. Everybody is contemplating putting the business together. Don't take that chance, because to Brian's point, there's a lot of years that you go through to get through law school, but then there's a whole lot of years of practice to actually learn the pitfalls of the law. Same thing CPA's. The tax code is constantly changing. That wraps around the finance code if you're a banker. And so all these people had specific insights to be able to give you to help navigate very shark infested waters. And so personal liability like that, where you walk into by a business, you think it's great and often it turns at the money pit and you could have foreseen it if somebody would have just done a little due diligence for you. I mean, you can't you can't buy that backwards, so really pay for it up front. It may be an investment, but it's always worth it to have a good team around.

And the role and the role of the the team members can be limited. I mean, you can have a limited CPA for a limited purpose. You can have a you know, a banker for a limited purpose, an investment adviser for a limited purpose, you know, whatever. I mean, there's there's all kinds of roles for people, big or small, but it's worth at least reaching out to the professionals, get the advice

And the like to kind of come full circle. So let's let's consider a broad J-Lo. Right. You know, why are they saying, hey, we're still good friends? Well, guess what? When millions of dollars are wrapped around each other, you're good friends. You're going to be good friends.

Yeah, you better be good friends, because if not, guess what? You're going to have mad drama about separating those dollars. And so that's smart business and smart if it's just business, whether they stay together as business partners or not. All these ventures are really tied up in multiple pieces of capital that are very difficult to separate. So the last thing you want to do is instantaneously become enemies, because that's going to just ensure that all of you all are going to pay a whole lot of money trying to exit the door. So I would just encourage you if you're really, you know, whether it's a business that you own before you're getting married or getting together with somebody or taking on a partner, it's subsequent to the fact you want to expand it. You want to create new entities, whatever it may be really through.

Great point. I mean, think about this. I mean, if you have a a business like A-Rod, J-Lo might have and you're talking about how their personal reputations are in the business, they're personal. You know, there's a lot to their star power, you know, and people buy products just because J-Lo endorses them.

So the guy and then when there's that split, it could take their their professional reputations and that a lot of money tied up in those professional reputations that they've both of them has been a good a good chunk of time developing those personas and, you know, being a pitch man for whatever it is they're they're pitching. But so, yeah, you you've got millions of dollars tied up in the business. You're better off being good friends. As to your point. Yeah.

Yeah. She says she's all right to look at it as a partner.

Yeah, I don't know if you want to come on the other side of the boardroom, which she might, she seems like she's a hard core businesswoman, which, you know, she didn't get to where she is by being stupid. I mean, she's put the right people around her. She's, you know, invested in the right places. She's made the right the right decisions. I mean, same with A-Rod. I mean, he obviously made a lot more money, probably outside of baseball using his baseball money than he probably ever did in baseball. And that's normally how they do it. If they got decent lawyers, a decent team on their side, you know, they've done they've done pretty well for themselves. So obviously, they have so know they're trying to probably maintain those personal, you know, those celebrity personas, but at the same time kind of exit out their their respective businesses.

Yeah, exactly, I mean, how many times have we represented professional athletes or high profile individuals who don't have that and instantly, you know, they're just they're in a world of hurt when it comes to those types of entities that they created, whether it's losing money or making money. So they're smart, but you don't have to be a superstar to need that team. I mean, so we're talking about in this context, because it's really easy to see when you're looking at this macro environment. It's more difficult. I think when you're micro, you're kind of looking at this small entity of yourself, looking around like I'm small potatoes. Do I really need that? And I'm just going to tell everybody that you really do.

Think here's a good example. I mean, let's talk about let's say you want to open a cupcake shop, you or your small time operator, you want to open a cupcake shop. And, you know, that's where potentially a lawyer and an accountant, let's say you have a small team, you can use your skill as decorating and making delicious cupcakes. You don't necessarily know what you don't know with commercial leases. You don't know know you know, you need a space. You don't know commercial leases. You don't know about buying ovens or whatever else you need to buy for equipment. You know, you need it. You know, you need a certain type of lawyer can come in and help you negotiate those things, help you negotiate an advantageous commercial lease, because oftentimes these landlords want years and years and years. You don't know if this business venture is going to be on a 12-year lease, even though it's a 12-month business, OK?

Right. And then then you have a CPA that can probably save you a lot of money when it comes to start up costs and taxes that you could potentially make that that right there could make or break your business. And there's a reason why most do what the majority of small businesses fail when they start up is because they don't make those those choices. And like I said, it could be the cupcake shop down the street that you're trying to open up or a small gym or any number of different things. And then because you're going to get if you if you have a good product, you're going to get buy in from the local community. People always want to buy local. I mean I mean, I think that's that goes across the board. So if you have a good product or a good service that you're offering, you're going to get people in the door. The question is, can you make that work and your your price point make that work. And having these people are well worth the investment to see if you can reduce down the amount of overhead that you have.

Yeah, I agree wholeheartedly and we can help with that. So, you know, if you need us for your small business, certainly reach out to us. We're happy to answer questions. We're happy to help you out. So how do people get ahold of you, Sam?

I'm in the Metroplex, up in Dallas Fort Worth.  You can reach me at 817-914-5470 directly. Or you can send me the email at ssanchez@astxlegal.com.

And I'm down in The Woodlands-Houston area. We also have an office in Round Rock so we can we can help out in the Austin area.  And we can also help out in Florida. So I'm at 281-374-4741. And then I'm at babercrombie@astxlegal.com. You can always go on our website at astxlegal.com for all of our contact information. If you have a question you want to look at time to come see us, we'll be happy to talk with you.

And pray for the Cowboys in the draft. OK.

That a shroud that you're wearing, or is that like that just in mourning throughout the morning? I'm just kidding. I'm kidding. All right, man. Well, thanks for joining me today. I appreciate it. And we'll be back next week with another edition of the Top Texas Lawyers Podcast. But in the meantime, Sam, you take care of you and do what you do.

All right, brother.

Thank you for listening, and we hope you enjoyed the Top Texas Lawyers Podcast. If you'd like to schedule a consultation with either Bryan or Sam, please call 1-888-981-7509. Or visit us on the web at astxlegal.com. Once again, that's astxlegal.com. Thank you very much.

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