Johnsen Law

Johnsen Law consists of former BigLaw business lawyers with an entrepreneurial spirit.

05/08/2026

Buying a Business? Asset Purchase vs. Stock Purchase Explained! - Should you buy the assets or the whole entity? Choosing between an Asset Purchase Agreement (APA) and a Stock Purchase Agreement (SPA) is one of the most critical decisions in M&A. Go here https://www.johnsenlaw.com for more help and free resources.

Pros and cons of each:

✅ Liability Shielding: Leaving debt with the seller vs. acquiring the entity.
✅ Entity Value: Why credit history and banking relationships are sometimes worth the risk.
✅ Regulatory Hurdles: Dealing with licenses that are legally tied to the entity itself.
✅ Due Diligence: Why deep research is mandatory when you aren't starting with a "clean slate."

🔔 Follow for more legal insights into business law and more!

04/22/2026

One Clause Can Cost You Hundreds of Thousands - Buying commercial real estate in Texas? This video is for you! Go here https://www.johnsenlaw.com for more help and free resources.

5 Legal Risks You NEED to Avoid in the Contract 💣 - Watch full video here: https://facebook.com/reel/872773775283705/

🔔 Subscribe for real-world legal insights for business owners.

04/14/2026

The Environmental Liability Trap in Real Estate - In real estate, "innocence" doesn't always protect your bank account. In this video, we dive into the Environmental Landmine—a legal trap that catches even the most experienced investors off guard.

Go here https://www.johnsenlaw.com for more help and free resources.

If there is a hazardous issue on a property, everyone in the Chain of Title can be held liable. That means even if you bought the land years after the damage was done, you could still be on the hook for the cleanup costs.

What we cover in this video:
• The "Chain of Title" Trap: Why you don't have to be the polluter to be the person paying.
• Due Diligence Essentials: Why Environmental Site Assessments (ESAs) are non-negotiable.
• Beefy Indemnifications: How to structure your contracts to shield yourself from legacy environmental issues.

Don't let a "nuclear" legal issue blow up your portfolio. Do your due diligence, get your assessments, and protect your assets.

04/14/2026

𝗦𝗲𝗰𝘂𝗿𝗲 𝗬𝗼𝘂𝗿 𝗟𝗲𝗴𝗮𝗰𝘆: 𝗔𝗻 𝗜𝗻𝘀𝗶𝗱𝗲 𝗟𝗼𝗼𝗸 𝗮𝘁 𝗪𝗲𝗮𝗹𝘁𝗵 𝗦𝘁𝗿𝘂𝗰𝘁𝘂𝗿𝗶𝗻𝗴

Building wealth is only half the battle; 𝗽𝗿𝗼𝘁𝗲𝗰𝘁𝗶𝗻𝗴 𝗶𝘁 is where the real strategy begins.

I’m excited to announce that I’ll be speaking at the upcoming 𝗚𝗿𝗼𝘄𝘁𝗵 𝗘𝘃𝗲𝗻𝘁, where I’ll be pulling back the curtain on my personal wealth ecosystem. This isn't just theory—I’ll be sharing the exact framework I use for:

• 𝗔𝘀𝘀𝗲𝘁 𝗣𝗿𝗼𝘁𝗲𝗰𝘁𝗶𝗼𝗻: Safeguarding what you’ve built from unforeseen risks.
• 𝗧𝗮𝘅 𝗘𝗳𝗳𝗶𝗰𝗶𝗲𝗻𝗰𝘆: Legally optimizing your structure to keep more of your earnings.
• 𝗣𝗿𝗼𝗯𝗮𝘁𝗲 𝗔𝘃𝗼𝗶𝗱𝗮𝗻𝗰𝗲: Ensuring a seamless transition for the next generation without the hurdles of court intervention.

Whether you are an entrepreneur, an executive, or a family office lead, understanding how these components intersect is the key to long-term financial resilience.

𝗘𝘃𝗲𝗻𝘁 𝗗𝗲𝘁𝗮𝗶𝗹𝘀:
📍 HOUSTON, TX, USA
📅 APRIL 17TH - 18th, 2026
🎟️ www.attendgrowth.com

(See the flyer below for more details! 👇)

02/20/2026

Paying Taxes on Money You Never Received - Phantom Income - ⚖️ Imagine paying taxes on profits you never got. That’s exactly what happens with phantom income in pass-through entities like LLCs.

Go here https://www.johnsenlaw.com for more help and free resources.

In this video, we break down how both majority and minority partners can be forced to pay taxes on undistributed profits—and why this issue often leads to serious internal disputes.

🔍 What this video covers:
✅ What phantom income actually is
✅ How K-1s trigger tax liability without distributions
✅ Why majority partners may withhold profits
✅ How successful companies still create tax pain
✅ The operating agreement clauses that prevent this problem

💡 Profits on paper can become liabilities in real life.

👇 Watch before you structure or sign an operating agreement.
🔔 Follow for real-world legal insights for business owners.

01/29/2026

You Can’t Remove an LLC Member? Here’s the Costly Mistake - “What do you mean we can’t get rid of this member?” That reaction usually comes after it’s already too late.

Go here https://www.johnsenlaw.com for more help and free resources.

In this video, we break down one of the most common—and dangerous—LLC drafting mistakes: not having a buy-sell or exit provision in the operating agreement.

🔍 What you’ll learn:

✅ Why default LLC rules can trap bad members
✅ What happens when a member dies, steals, or competes
✅ Why unanimous consent matters for transfers
✅ How probate, poaching, and misconduct create chaos
✅ The clauses every operating agreement should include

⚖️ An LLC without exit provisions is a lawsuit waiting to happen.

👇 Watch before a bad partner becomes an immovable problem.
🔔 Follow for real-world legal lessons from commercial litigation.

01/27/2026

Deadlock Provisions - The Clause That Prevents Costly LLC Fights. What happens when business partners can’t agree? Without a proper deadlock provision, even simple decisions can spiral into expensive litigation.

Go here https://www.johnsenlaw.com for more help and free resources.

In this video, we explain how decision-making thresholds should work inside an LLC—and why requiring unanimous consent for everything can be a disaster.

🔍 What you’ll learn:
✅ Majority vs. supermajority vs. unanimous consent
✅ Why 50/50 ownership creates deadlock risk
✅ How deadlock provisions prevent forced litigation
✅ What happens when partners can’t agree to sell
✅ How smart operating agreements save time and money

💡 A single clause can mean the difference between resolution and a courtroom battle.

👇 Watch before you finalize your operating agreement.
🔔 Follow for real-world legal insights for business owners.

01/23/2026

The Hidden Financial Burden on Minority Partners - How Operating Agreements Can Squeeze Out Minority Partners - This is what happens when operating agreements fail minority members.

Go here https://www.johnsenlaw.com for more help and free resources.

In this video, we break down a real-world scenario where a missing tax advance provision in an LLC operating agreement allowed a majority partner to financially squeeze out a minority partner working for sweat equity.

🔍 Key takeaways:

✅ Why tax advances matter in LLCs
✅ How majority partners can gain unfair leverage
✅ The real risk to minority members without proper protections
✅ How operating agreements can prevent forced exits
✅ Why “paper provisions” have real financial consequences

💡 A single clause could have changed everything.

👇 Watch to understand how operating agreements protect—or destroy—minority interests.

🔔 Follow for practical legal insights every business owner should know.

01/22/2026

Why Litigation Is a Business Decision, Not an Emotional One - Every lawsuit is a cost-benefit analysis. Commercial litigation isn’t about ego or emotion—it’s about applying the right amount of pressure to get the best possible result.

Go here https://www.johnsenlaw.com for more help and free resources.

✨ In this video, you'll learn:
✅ Why litigation decisions must be strategic, not reactive
✅ How attorneys evaluate leverage, risk, and expected outcomes
✅ Why every case involves trade-offs in time, money, and effort
✅ How to determine whether applying pressure actually makes sense
✅ What experienced litigators consider before escalating a dispute

💡 The goal isn’t to fight—it’s to win efficiently.

👇 Watch now to understand how smart litigation decisions are made.
🔔 Subscribe for practical, real-world legal insights for business owners!

01/21/2026

Top 3 Texas LLC Operating Agreement Mistakes That Could Cost You BIG! Are you sure your Texas LLC Operating Agreement protects you? If you used an online template—or even drafted one with AI—your company agreement may be missing CRITICAL language that could lead to disputes, deadlocks, or even losing your business.

Go here https://www.johnsenlaw.com for more help and free resources.

✨ In this video, you'll learn:
✅ The must-have buy-sell & exit provisions every LLC needs
✅ How voting, deadlock rules, and manager vs. member management actually work
✅ Why tax allocation & distribution clauses can make or break minority members
✅ Real litigation examples of what happens when these clauses are missing
✅ How to prevent costly disputes BEFORE they happen

💡 Protect your LLC, protect your partners, and protect yourself.

🔔 Subscribe for more business-savvy legal insights!

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1849 Kingwood Drive, Suite 105
Humble, TX
77339

Telephone

+18327868646

Website

http://www.johnsenlaw.com/

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Vernier & Associates, PLLC
2441 High Timbers Drive, Ste 110, The Woodlands

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Johnsen Law

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