Posts By: Rachel Lamphier

Breaking News: Texas Federal Court Temporarily Halts Corporate Transparency Act Until Further Notice written by Miranda Caballero “Reporting companies need not comply with the CTA’s January 1, 2025, BOI reporting deadline pending further order of the Court,” Says Texas Federal Court On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued… Read more »

Breaking News: Treasury and IRS Release Final Regulations for Clean Energy Tax Credits written by Rachel Lamphier The Department of the Treasury and the Internal Revenue Service (“IRS”) have introduced final regulations allowing certain entities co-owning clean energy projects to access tax credits through elective pay, also known as direct pay. Previously, many entities that… Read more »

The Right (to) Party: Designating the Correct IRS Tax Matters Partner/Responsible Party written by Saayem Rahman When forming a business, all entities are required to designate an individual as the business entity’s “Responsible Party.” But what is this party responsible for? Why does the IRS require such a designation? Who can be designated as a… Read more »

What to Know About Voting Thresholds in Multi-Member LLCs written by Miguel Otero Coming to an agreement with your business partners isn’t always so simple, especially when a decision significantly affects the business. Indeed, certain company decisions should, and almost always do, warrant greater consensus amongst the members of the LLC. Consequently, careful consideration must… Read more »

Limited Partnerships v. Limited Liability Companies: What’s Right for You? written by Tannon Symm You have decided to take that big step and start your own business, but where do you begin to conquer this giant task? One of the first and most essential steps in starting and owning your own business is deciding on… Read more »

Order of Operations – Negotiating JOAs During a Sale written by Andrew Clinton Selling an operated asset brings the traditional list of concerns and due diligence items, with none being more contentious and interrelated to the Buyer’s ultimate ability to operate that asset than the Joint Operating Agreement (“JOA”). Unfortunately, with many legacy assets, an… Read more »

Oil’s Well That Ends Well: Pre-Sale Curative Title Clean Up written by Kaysha Spoon When selling oil and gas properties, it’s crucial for an Operator to ensure that the title is clear and free from defects to maximize the transferred interest. This “curative” process involves addressing any title issues to prevent the Buyer from defecting… Read more »

Getting Ready to Sell: Disclosure Schedules written by Tannon Symm Disclosure Schedules are a set of documents made up of exceptions and affirmative lists regarding a transaction, but before delving into what exceptions or affirmative lists are and why they are important, it’s paramount to have a grasp of representations and warranties. Whether they are… Read more »

Taxes, Maybe They Aren’t Such a Certainty: Sales Use Tax and Property Tax Abatement in Texas written by Matt Dishong “Nothing is certain except death and taxes.” Even 200 years after Benjamin Franklin famously uttered these words, this saying still rings true … MOST of the time. Renewable energy companies own and operate equipment and… Read more »

Power Play: Surface Agreement Tips for Renewable Energy Projects written by Tannon Symm and Kaysha Spoon Surface leases are the foundation of renewable energy ventures, whether solar and wind farms, geothermal, or even hydroelectric power. These agreements permit companies to build and access facilities, generate and capture power, and store and transport that power on… Read more »