Deans Stepp Law FindLaw IM Template 2026-08-11T10:28:03Z https://www.ds-law.com/feed/atom/ WordPress /wp-content/uploads/sites/1104871/2022/10/cropped-favicon-32x32.png On Behalf of Deans Stepp Law <![CDATA[Shareholder disputes in Texas closely held companies]]> https://www.ds-law.com/?p=47805 2026-08-06T10:29:16Z 2026-08-11T10:28:03Z Why shareholder disputes are common in closely held companies In a closely held company, ownership and management often overlap, making personal and professional conflicts hard to separate. If you are a minority shareholder, you may have little control over decisions, distributions or your financial future, and no open market to sell your shares when things go wrong. When internal resolution fails, going to court is often the only option left.

Texas courts handle corporations and LLCs differently

The options available to you depend on the structure of your company. If you are a shareholder in a Texas corporation, forcing a buyout through the courts is no longer simple. Your best path typically runs through broader litigation or a negotiated settlement with the other owners. If your company is an LLC, you generally have more flexibility. When managing members have acted illegally or in bad faith, you may be able to ask a court to step in, and a judge has the power to order a range of solutions without necessarily shutting the business down.

A recent Texas law change affects your rights

In May 2025, Texas passed a law allowing LLCs and limited partnerships to remove certain legal protections from their ownership agreements. If your company has done this, your ability to hold majority owners accountable may be weakened. In some cases, you may only be able to bring claims involving outright fraud or intentional misconduct.

Why early legal counsel makes a difference

Shareholder disputes in closely held companies can move fast and become expensive. The sooner you bring in an experienced business litigation lawyer, the better positioned you are to understand your rights, assess your options and avoid decisions that could weaken your position later. Whether you are trying to resolve a dispute quietly or preparing for litigation, having experienced counsel in your corner early gives you the clearest picture of your options and a stronger foundation to act on them.  ]]> On Behalf of Deans Stepp Law <![CDATA[Does a merger clause override a previous verbal agreement?]]> https://www.ds-law.com/?p=47800 2026-07-28T10:00:49Z 2026-07-31T09:59:05Z Merger clauses under Texas law Texas courts generally give effect to a merger clause when it identifies the signed contract as the parties’ complete agreement. In that situation, the clause supports treating the document as the final expression of the deal rather than an unfinished record of earlier negotiations. Once a judge finds the contract fully integrated, the parol evidence rule generally prevents you from using earlier conversations, emails or drafts to add to, vary or contradict its terms. A court may still consider outside evidence if the contract contains language reasonably open to more than one meaning.

Fraud claims and reliance disclaimers

Fraudulent inducement focuses on the other party’s conduct before you signed rather than the meaning of the written terms. The Texas Supreme Court has held that a standard merger clause, by itself, does not bar a claim based on a material false statement that caused you to enter the agreement. For that reason, some contracts pair the merger clause with a disclaimer of reliance. This provision states that neither party relied on statements or representations outside the written contract when deciding to sign. Courts first ask whether the disclaimer clearly and unequivocally addresses reliance on the representation at issue. Judges then consider the negotiation process, the involvement of counsel, the parties’ business experience, whether they dealt at arm’s length and whether they discussed the disputed subject.

Remedies for conflicting agreements

If the written contract and the earlier terms conflict, the available remedy depends on why the terms differ and what harm resulted. Fraudulent inducement may support rescission, which unwinds the contract, or damages for losses caused by the deception. Reformation may apply when both parties agreed to the same terms but a mutual mistake caused the written contract to state something different. The court then corrects the document to reflect those terms rather than creating new ones.]]> On Behalf of Deans Stepp Law <![CDATA[How to prove commercial fraud in Texas courts]]> https://www.ds-law.com/?p=47789 2026-07-22T09:36:51Z 2026-07-27T09:35:41Z What does a business need to prove? Most common law fraud claims require evidence of several key elements:
  • A material misrepresentation: An important statement affected the plaintiff’s business decision.
  • A false representation: The statement was false, not merely an opinion or prediction.
  • Knowledge of falsity: The defendant knew the statement was false or ignored clear facts showing it was false.
  • Intent to influence: The defendant expected the plaintiff’s business to act on the statement.
  • Actual reliance: The plaintiff business acted based on the statement.
  • Financial damages: That reliance caused a measurable loss.
Each element matters. If the evidence falls short on just one point, the claim may become harder to prove.

Why the underlying records matter

Fraud claims often depend on business records, communications and the context surrounding a transaction. Emails, contract drafts, financial records and witness accounts may all shape how the claim is evaluated. In Texas business fraud disputes, what was said, what was known and how the plaintiff business responded can all affect whether a claim is strong enough to pursue.

A legal review can clarify the next step

Fraud litigation can be expensive and disruptive, especially when the claim depends on disputed communications and intent. This is often the point where working with an attorney becomes especially important. An attorney can review the records, assess whether the facts support a fraud claim and help the business decide whether to move forward. In many disputes, that early assessment also affects the broader business litigation strategy that follows.]]> On Behalf of Deans Stepp Law <![CDATA[What a wrongful death claim means for your company]]> https://www.ds-law.com/?p=47787 2026-07-15T09:45:16Z 2026-07-20T09:44:25Z No executive ever wants to receive the news that a fatality has occurred and their organization is being blamed for the tragedy. A wrongful death claim can put your finances, insurance and reputation under pressure while your team is still trying to understand what happened. The earlier you understand the risks, the better prepared you are to respond with care.

Company actions that can lead to a claim

A company may face a wrongful death claim when a fatality links to its employees, property, vehicles, products or safety practices. The claim may focus on the final incident, but the deeper questions often look further back. Did the company ignore unsafe conditions, skip maintenance or fail to follow safety rules? Did it hire someone without proper screening, give workers weak training or overlook known hazards? Responsibility depends on what the company did or failed to do before the death, not just what happened afterward.

Who can file a wrongful death claim in Texas

A wrongful death claim is a civil lawsuit a family brings after someone dies because of another party's negligence or wrongful act. Texas limits who can file, reserving that right for the surviving spouse, children and parents. Siblings do not have that right under the statute, even when they were close to the person who died. Families generally have two years from the death to file. That means a case can surface long after the incident, especially if the family is still gathering records or trying to understand what went wrong.

Steps to take after a fatal incident

How you act in the first days matters. Preserve evidence right away, including driver logs, maintenance records, vehicle data and internal messages, because gaps can look worse than the facts would. Texas also applies proportionate responsibility. This means your damages share can drop if the deceased was partly at fault, and a plaintiff over 50% responsible recovers nothing. Bring in counsel before anyone gives a statement, sends an apologetic email or makes a public comment that may later work against the company.

What insurance may cover

Insurance may help with defense costs, settlements or damages, depending on the policy. The details matter because coverage may come with limits, exclusions, notice requirements or duties to cooperate with the insurer. Do not assume coverage solves the problem on its own. Your company still needs to protect records, report the incident properly and understand where the policy may leave gaps. Early decisions in fatal injury disputes can affect what the claim ultimately costs.

How to move forward carefully

A fatal incident can pull leaders into urgent choices about operations, employees and public statements all at once. The safest next step is to slow the response without ignoring the urgency. Assign one decision-maker, document why the team made key choices and avoid quick statements that create new problems. Careful action now gives the company a steadier path through the claim.]]> On Behalf of Deans Stepp Law <![CDATA[Defending your Texas trade secrets]]> https://www.ds-law.com/?p=47782 2026-06-30T14:30:46Z 2026-07-03T14:29:37Z What qualifies as a trade secret in Texas? Under the Texas Uniform Trade Secrets Act, a trade secret is any information that holds value because the public does not know it. You must maintain its secrecy. This broad rule covers everything from a manufacturing process to market research. The law looks at the following factors when considering if something can be a trade secret:
  • Is it information that provides a competitive edge for your company?
  • Is it only known to a select few within your company and not known publicly?
  • Did your company take reasonable steps to guard its secrecy?
A trade secret can also be a combination of information, that could even be known publicly as separate entities, but when taken together, is unknown to the public as a combined entity that could be useful and provide competitive edge.

Common risks of misappropriation

Misappropriation occurs when employees leave to join a competitor or start their own business and take sensitive files with them. Third-party vendors with access to your private systems pose another risk. Hackers also breach digital networks to steal data. To build a strong defense, you must spot weak points and use active strategies to protect your trade secrets.

Implementing protections for proprietary data

Protecting your data requires more than trust. Many companies combine legal, physical and digital tools to secure their systems. You should use clear non-disclosure agreements and enforceable non-compete agreements for your employees and contractors. You must set strict rules for handling data, lock sensitive files, and run cybersecurity software to prevent data breaches. You must enforce these rules consistently and constantly review and update your security procedures from time to time.

Ongoing protection for valuable assets

Securing private information requires a daily commitment. The defense tools you use today shape the result of any future legal fight. Because the law sets strict standards, you should review your strategies with experienced attorneys who are well-versed in business law. They can help you spot hidden weak points in your business contracts and agreements. Assessing your safety rules helps keep your assets secure.]]> On Behalf of Deans Stepp Law <![CDATA[What to do after a customer is injured at your store]]> https://www.ds-law.com/?p=47776 2026-06-16T09:10:21Z 2026-06-19T09:09:38Z maintain safe conditions and protect visitors from hazards that management knew about, or should have discovered through regular floor inspections. How your store responds in the first few hours after a slip, trip or fall can drastically alter your liability exposure. Most large-scale retailers follow a standard response to handle these situations safely.

Arranging medical assistance

The immediate priority is customer safety. For serious injuries, standard protocol involves contacting 911 right away. Focusing strictly on first aid keeps staff from making casual medical guesses or comments that could complicate a future claim.

Securing the scene and evidence

Blocking off the aisle immediately keeps other shoppers safe and prevents a second accident. Taking photos and saving security footage before any cleanup happens gives your team a clear record of the area. This shows the floors, lighting and warning signs that may have contributed to the incident.

Gathering information and witness statements

Collecting witness contact details and having employees write down what they saw helps ensure that you have accurate memories on file. Keeping these internal notes factual protects you from accidentally saying something that could show property negligence.

Notifying insurance carriers and legal counsel

Reporting the incident to your insurance provider right away keeps your coverage safe. It also helps make sure you do not miss strict policy deadlines. Having a lawyer guide you through the paperwork protects your store from the very start.

Managing your long-term risk

Texas premises liability claims frequently depend on what store management knew and when they knew it. Maintaining a clear paper trail of your incident response, combined with your documented inspection logs, may serve as your primary defense against negligence claims. Early review by an attorney can help protect your store while meeting its insurance obligations.]]> On Behalf of Deans Stepp Law <![CDATA[Are Texas property owners liable for third-party crimes?]]> https://www.ds-law.com/?p=47772 2026-06-03T14:14:24Z 2026-06-08T14:14:02Z Defining foreseeability in third-party crimes Texas courts use foreseeability to judge property owner liability. A plaintiff must prove the business knew a specific crime was likely. Courts look at past crimes on or near the site. If a property lacks a history of violent crime, judges rule a sudden assault is unforeseeable. Police records and local data show the normal crime rates for the area. Without a pattern of recent crimes, courts do not assign liability to businesses for random acts.

Proving the adequacy of existing security

Even if a crime is foreseeable, a business can defend itself. You need to show you provided good safety measures. Texas law does not expect owners to guarantee total safety. Instead, the standard requires the business to act reasonably. Courts review physical barriers and daily tasks to judge this. Property owners implement various security measures to demonstrate reasonable care:
  • Hardware: Working security cameras and bright lighting
  • Access control: Locked doors and secure fences
  • Personnel: Visible guards or regular patrols
  • Protocols: Written safety training for staff
Showing these tools worked during the event weakens negligence claims. This shifts the blame to the criminal or the victim.

Evaluating the victim's status on the property

An owner’s legal duty changes based on why the victim was there. An invited customer or worker gets the highest legal protection. Trespassers get very little protection. You can lower an owner's legal risk with key facts. Show the victim ignored warning signs, bypassed locked doors or stayed late.

Where this leaves Texas business owners

A violent crime on commercial property demands a fast, factual response. Gathering reports, saving video footage, and logging safety steps limits early risks. Corporate leaders face pressure when building a Texas premises liability defense after an assault or robbery. Hiring a skilled lawyer can help a company protect its interests. The legal counsel can direct the investigation and build a strong defense against third-party claims.]]> On Behalf of Deans Stepp Law <![CDATA[Protecting your business from piercing the corporate veil claims]]> https://www.ds-law.com/?p=47768 2026-05-19T16:21:03Z 2026-05-22T16:20:44Z Following corporate formalities All companies, regardless of size, should follow structured governance and maintain operational formality. This includes the following:
  • Documenting major decisions
  • Keeping shareholder and director meeting record
  • Filing annual reports with the state
  • Updating operating agreements
Staying organized does more than ensure that you are not breaking the law,  it helps maintain your company’s good standing as a separate entity.

Maintaining separate finances

Using company money for personal purchases can raise concerns and lead to fraud claims. Keeping your personal money and property separate from your business can protect you from these risks. Using a dedicated bank account and credit card for company costs also makes your spending easier to track.

Funding your business adequately

In addition to keeping separate accounts, making sure your business has enough capital to operate helps show it exists apart from you. Having enough funding also shows your company can pay its bills. Underfunding your organization can be a warning sign that it cannot stand on its own.

Keeping updated documents

Accurate documentation demonstrates that your company operates as a separate legal entity by creating a link from all operations to your business. Presenting clear and current business transactions, contracts and corporate decisions can support your claim of the legal distinction between yourself and your business.

Preserving your company’s integrity

Mitigating risks can help you protect yourself and your company from piercing the corporate veil allegations. Seeking legal guidance can help you further demonstrate that your company is being operated properly. Being proactive about this can allow you to focus on growing your business with peace of mind.]]> On Behalf of Deans Stepp Law <![CDATA[Digital discovery risks in tort litigation]]> https://www.ds-law.com/?p=47766 2026-05-18T09:56:56Z 2026-05-21T09:56:12Z Records the other side may request Many companies do not realize how much data their systems create. In large tort cases, attorneys may request:
  • GPS and telematics data
  • Electronic logging devices (ELDs)
  • Dashcam and security footage
  • Fleet maintenance records
  • Driver monitoring systems
  • Emails and text messages
These records can show speed, braking, timing and driver conduct before an accident. In some cases, they may help show that your company followed safety rules. Reviewing how your company stores data, handles safety alerts and applies internal policies may help reduce disputes later if litigation occurs.

Internal messages and missing records

Emails, text messages and workplace chats may appear in court during a tort case. Casual comments between employees may create problems, even if they do not reflect your company’s actual practices. Deleted messages or missing records may also become part of the dispute early on. Companies may face questions about:
  • Where records are stored
  • How long records stay available
  • Which employees control important data
  • Whether record practices match company policies
  • How safety alerts are handled
The other side may argue that inconsistent records show larger problems inside the company. In Texas, companies may face close review of safety practices and internal systems after a serious accident.

Modern tort cases involve more than the accident

For trucking companies, manufacturers and similar businesses, tort cases now involve more than the accident itself. Internal messages, monitoring systems and electronic records may all become part of the dispute. As companies rely more on telematics and workplace messaging tools, electronic records will likely remain a key part of large tort cases. Messages, stored data and company records may all receive close attention after a claim arises.]]> On Behalf of Deans Stepp Law <![CDATA[What should Texas companies do after a serious on-site injury?]]> https://www.ds-law.com/?p=47764 2026-05-05T14:13:59Z 2026-05-08T14:13:32Z Start with care and notices Get medical help, secure the area and determine whether Occupational Safety and Health Administration (OSHA) notice rules apply. A work-related death is usually due to OSHA within eight hours. An in-patient hospitalization, amputation or loss of an eye is usually due within 24 hours. Texas duties depend on your workers’ compensation coverage. If your company has coverage, you should report injuries that cause more than one day of lost work, along with work-related illnesses and deaths, to your insurance carrier. Division of Workers’ Compensation (DWC) Form-001 is usually due no later than the eighth day after the employee’s first missed workday, after notice of an occupational disease or after a work-related death. The carrier then sends the form to the Texas DWC.

Preserve evidence early

Your response should also account for possible tort claims. Your company should save surveillance video, equipment, inspection records, maintenance logs, training records, incident reports and witness names. You should also photograph the scene, equipment and area before conditions change. If a claim seems likely, your leadership team should speak with counsel before changing, discarding or commenting on key evidence. A litigation hold may help protect emails, texts, videos and other records that could matter later.

Review non-subscriber duties

Texas private employers may choose whether to carry workers’ compensation insurance in most cases. If your company is a non-subscriber, workers may sue for negligence after a workplace injury, and Texas law limits certain defenses in these lawsuits. These include contributory negligence, assumption of risk and negligence by a fellow employee. Non-subscriber employers with five or more employees should review whether they need to file monthly DWC Form-007 reports for certain injuries, illnesses or deaths.

Use the incident to improve safety

After the first steps are complete, review what happened and consider whether training, inspections, staffing or work rules need to change. A serious on-site injury requires more than a fast report. A steady plan for medical response, notices, insurance and evidence can help your company prepare for any later claim.]]>