Getting Started

What's the easiest way to start working with Warren Kalyan?

Schedule an initial consultation through the Contact page or by calling the office. Initial consultations are no charge and typically last thirty to sixty minutes. We use the call to understand what you need, give you a clear scope, and decide together whether we are the right fit.

How quickly can you take on a new matter?

For most matters, we can begin work within one to three business days of receiving a signed engagement letter. Urgent matters (litigation deadlines, time sensitive transactions, regulatory responses) can usually be accommodated within twenty four hours.

What do I need to bring to a first consultation?

A description of the matter (in writing if it's complex), any contracts, agreements, or documents relevant to the issue, and a list of the questions you want answered. We do not need formal legal memos; bullet points and copies of the actual documents are fine.

Do you take cases on contingency?

We do not take pure contingency cases the way a personal injury firm does. We do offer a hybrid hourly contingency structure for certain litigation matters, where our fee is the greater of (i) a capped hourly fee structure or (ii) a percentage of an award from litigation. That structure aligns the firm with clients on outcome while preserving a baseline economics for the work. Whether that structure fits a given matter is determined at the initial consultation.

Are initial consultations confidential?

Yes. Conversations during an initial consultation are protected by attorney client privilege even before you sign an engagement letter, as long as the consultation is genuinely about potential representation.

Working with Warren Kalyan

What types of clients do you work with?

We focus on small and lower-middle-market businesses, founders, operators, and investors. Most of our clients have annual revenue between five hundred thousand and fifty million dollars, between five and one hundred employees, and operate in industries like hospitality, real estate, professional services, and retail. We work with both companies and individual stakeholders (founders, partners, investors).

What types of clients do you NOT work with?

We don't take on personal injury, criminal defense, family law, immigration, or estate planning matters. We don't typically handle deals over twenty five million dollars in transaction value because companies in that range usually need Big Law's bandwidth, and we'd rather refer than under-serve. We maintain a network of trusted colleagues across complementary practice areas and are pleased to provide referrals when a matter falls outside our scope, ensuring our clients always receive exceptional representation.

Do you work with out of state clients?

Yes, particularly for matters that touch Texas or New York (where we are licensed) or for transactions where one side is in our jurisdiction. We routinely work with clients located in California, Florida, Illinois, and other states whose business operations include Texas or New York elements.

How do you bill?

We use several engagement structures to best meet the needs of our clients. Each engagement letter spells out the structure clearly before work starts.

1. Flat fee for defined-scope work

2. Hourly for matters where scope is fluid

3. Cap fee work were our fee is a percentage of the total transaction value

4. Hybrid hourly contingency fee, which is the greater of I) a capped hourly fee structure or ii) a percentage of an award from litigation

5. Monthly retainer for ongoing general counsel

How responsive are you?

We aim to acknowledge every client message within one business day and to substantively respond within three business days. Active matter work moves faster. We don't believe in hiding behind formal channels; clients have direct access to their attorneys.

Can I call my Warren Kalyan attorney directly?

Yes. Every client has direct phone, email, and (for active matters) text access to their lead attorney. We don't route everything through gatekeepers.

Entity Formation and Corporate

Should I form an LLC or a corporation for my new business?

For most SMBs, an LLC is the right starting point. LLCs offer the same liability protection as corporations with simpler governance and pass through tax treatment by default. Form a corporation if you plan to take outside venture capital, want to issue traditional employee stock options, or need a specific tax structure that requires it. Talk to a CPA in parallel; the entity choice should be both a legal and a tax decision.

Should I form my LLC in Texas, Delaware, or somewhere else?

If your business operates primarily in Texas, form in Texas. Delaware formation makes sense for venture-backed companies expecting institutional investment, multi-state holding structures, and certain professional services contexts. Forming in a state where you don't operate creates duplicative compliance (foreign qualification fees, multiple registered agents, multiple annual reports) without meaningful benefit for most SMBs.

What is a series LLC and when does it make sense?

A series LLC is a Texas-permitted structure that allows a parent LLC to create separate "series" or sub-units, each with its own assets and liabilities, under a single umbrella entity. They are most useful for owners holding multiple real estate properties or multiple distinct business lines. They have specific compliance and accounting requirements; they aren't right for every situation.

What is the New York LLC publication requirement?

New York requires LLCs to publish notice of formation in two newspapers (one daily, one weekly) in the county of the LLC's registered office for six consecutive weeks, then file a Certificate of Publication with the state. Costs vary; New York County is the most expensive (typically a thousand to two thousand dollars). Failure to publish within one hundred and twenty days suspends the LLC's right to do business until cured.

What goes into a good operating agreement?

At minimum: ownership and capital contributions, management structure, decision authority and voting thresholds, distribution rules, transfer restrictions, exit and buyout mechanics, dispute resolution. The biggest mistakes we see are missing buyout provisions, missing tag along and drag along rights, and operating agreements that don't actually match how the partners run the business.

Do I need a shareholders agreement if I have an operating agreement?

Operating agreements apply to LLCs; shareholders agreements apply to corporations. If your entity is a corporation, yes, you should have a shareholders agreement that addresses the same issues an operating agreement covers (ownership, governance, transfer restrictions, exit).

Can I add or remove a partner without redoing my operating agreement?

Most operating agreements include provisions for admission of new members and withdrawal of existing members. Whether the document needs amendment depends on the specific changes. Adding a member usually requires an amendment; removing a defaulting member may already be addressed in the existing document.

Mergers and Acquisitions

What's the difference between an asset sale and a stock sale?

In an asset sale, the buyer purchases specific assets (and assumes specific liabilities) of the seller's business; the seller's entity continues to exist. In a stock sale (or membership interest sale for LLCs), the buyer purchases the equity of the entity itself, taking it whole including all liabilities. Asset sales are more common for SMB transactions because they let the buyer leave behind unwanted liabilities. Stock sales are sometimes required for licenses (like liquor licenses) that don't transfer with assets.

How long does an SMB acquisition typically take to close?

From signed letter of intent to closing, sixty to one hundred and twenty days for a clean, ready-to-close deal. Most deals run longer due to due diligence findings that need fixing before close, financing contingencies, and license or consent requirements.

What is a letter of intent and is it binding?

A letter of intent (LOI) is a preliminary agreement outlining the basic terms of a deal: price, structure, key conditions. Most LOI provisions are nonbinding (the parties expect to negotiate definitive agreements based on the LOI), but specific provisions like exclusivity, confidentiality, and expense reimbursement are typically binding. Read every LOI carefully; "nonbinding" doesn't mean "no consequence."

What is due diligence and how long does it take?

Due diligence is the buyer's investigation of the target before closing: legal documents, financials, contracts, employee matters, intellectual property, regulatory compliance, litigation history. For SMB deals, due diligence typically takes thirty to sixty days. Rushed diligence almost always costs more in post-closing surprises than the time saved.

What does an earnout do in an acquisition?

An earnout is contingent purchase price paid based on post-closing performance (revenue, EBITDA, customer retention). It bridges valuation gaps when the seller is more optimistic than the buyer about future performance. Earnouts are common in SMB deals but require careful drafting: most disputes arise from ambiguous metrics, integration choices that affect performance, and lack of buyer covenants to operate in good faith during the earnout period.

What is a working capital adjustment?

A working capital adjustment is a post-closing true up that ensures the buyer receives the agreed level of working capital (cash, accounts receivable, inventory, minus accounts payable and accrued expenses) at close. If actual working capital at close is below target, the seller pays the buyer the difference; if above target, the buyer pays the seller. The adjustment protects both sides from inventory buildup or receivable timing.

Should I tell my employees that I'm selling my business?

Generally not until close, except for a small group of trusted senior employees who need to participate in diligence or transition planning. Premature disclosure risks employee departure, customer concerns, and competitive harm. Your transaction counsel should help you plan a communication approach for employees, customers, and vendors timed to closing.

What happens to my employees when I sell?

In an asset sale, employees terminate from the seller and are typically rehired by the buyer (with new offer letters). In a stock or membership interest sale, the entity continues unchanged, so employees stay employed by the same entity (now under new ownership). Either way, the buyer typically wants key employees to sign new agreements (employment, non-compete, non-solicitation) at closing.

Real Estate

Do I need an attorney to buy commercial real estate in Texas?

In Texas, title companies handle most closings without an attorney. For commercial transactions over five hundred thousand dollars, having your own counsel review the contract, title commitment, survey, and loan documents typically pays for itself by catching issues the title company won't flag.

What's a 1031 exchange?

A 1031 exchange (named for IRS Code Section 1031) allows real estate investors to defer capital gains tax on the sale of investment property by reinvesting proceeds into "like kind" replacement property within strict timelines. The basic structure requires identifying replacement property within forty five days of sale and closing within one hundred and eighty days. Reverse and improvement exchanges allow more flexibility but require careful coordination with a qualified intermediary.

Can I do a 1031 exchange when I sell my business?

A traditional 1031 exchange applies to real estate, not businesses. If your business sale includes real estate, the real estate portion may qualify for a 1031 if structured correctly; the rest of the business sale will not.

What does title insurance actually cover?

An owner's title policy protects the buyer from defects in title that existed at closing but weren't discovered (forgeries, undisclosed liens, errors in public records, missing heirs). It does not protect against issues that arise after closing or matters that were disclosed and accepted. The premium is paid once at closing; coverage continues as long as the buyer or buyer's heirs own the property.

What's the difference between an estoppel certificate and a tenant ledger?

An estoppel certificate is a tenant's signed statement (typically delivered as a closing condition) confirming the lease terms, rent paid, deposits held, and any landlord defaults. A tenant ledger is the landlord's accounting record of payments received. Estoppels are required by buyers and lenders to verify the lease status; ledgers are internal records.

Hospitality and Liquor Licensing

How long does it take to get a Texas liquor license?

For a Mixed Beverage permit (the most common full service restaurant license), typically sixty to one hundred and twenty days from a complete, accurate application. Beer and Wine permits run faster (thirty to sixty days). Timelines stretch with incomplete documentation, ownership complexity, public protests, or premises issues.

What's the difference between a Mixed Beverage permit and a Wine and Beer permit in Texas?

A Mixed Beverage permit (MB) allows sale of distilled spirits, wine, and beer for on-premises consumption (full bar). A Wine and Beer Retailer's Permit (BG) allows only wine and beer. MB is required for any restaurant or bar that wants to serve liquor; BG is sufficient for restaurants that serve only wine and beer.

Can I transfer a Texas liquor license when I sell my restaurant?

Texas liquor licenses are not freely transferable. Transactions are typically structured as a sale of the license-holding entity (so the license stays where it is) or as a new permit application for the buyer. The right structure depends on entity, lease, timing, and the buyer's TABC qualifications.

What is a TABC public hearing?

TABC permits are subject to public notice and protest periods. If a sufficient number of qualified residents protest, a public hearing may be scheduled where the applicant must demonstrate fitness to hold the permit. Most permits issue without protest, but operations near schools, churches, or in active neighborhoods more often see protests.

Can I open a restaurant in a dry area of Texas?

A truly dry jurisdiction prohibits the sale of alcohol. In a damp jurisdiction, certain types of alcohol are permitted (often beer and wine but not spirits, or sale only for off-premises consumption). The rules vary by city and county; many areas can be made wet through local option elections. Plan permitting before signing a lease in any non-fully-wet area.

What is the New York State Liquor Authority license transfer timeline?

For a typical license transfer in connection with a sale of a New York hospitality business, expect sixty to one hundred and twenty days from filing a complete application to license issuance. Closings are often structured to manage the gap between business sale closing and license transfer issuance using transition services agreements, management agreements, or escrow holdbacks.

Do I need a separate entity for my restaurant's real estate and operations?

For hospitality businesses, separating the operating entity (the company that holds the liquor license and operates the restaurant) from the real estate entity (the company that owns or leases the property) is common best practice. It limits liability exposure across entities, simplifies financing, and makes future transactions cleaner.

Litigation and Disputes

Do you handle business litigation?

Yes. We handle commercial disputes, partnership disputes, contract disputes, real estate disputes, and pre-litigation strategy. We do not handle personal injury, family, or criminal matters.

What's the difference between mediation, arbitration, and litigation?

Mediation is a voluntary, confidential process where a neutral helps the parties reach settlement; mediators don't impose decisions. Arbitration is a private, binding adjudication where an arbitrator (or panel) issues an enforceable decision; the rules and discovery are typically more limited than court. Litigation is the public court process. Most well-drafted commercial agreements specify which dispute resolution path applies; the choice has significant implications for cost, speed, and confidentiality.

Should I include an arbitration clause in my contracts?

Often yes, particularly for commercial contracts where confidentiality and speed matter more than appellate rights. Arbitration is generally faster and more private than litigation, but appellate review is very limited. The right answer depends on the size of likely disputes, the nature of the relationship, and how important precedent setting is to your business.

How long does business litigation take?

A simple contract dispute might resolve in six to twelve months through settlement. Contested litigation can take eighteen months to three years. Arbitration is typically faster, often six to fifteen months from filing to award.

What is a temporary restraining order and when do I need one?

A temporary restraining order (TRO) is an emergency court order that prohibits specific conduct on a short term basis (typically fourteen days), pending a hearing on a longer term injunction. TROs are appropriate when immediate, irreparable harm will occur without court intervention. They require fast action and strong evidence; they are not a substitute for ordinary litigation.

Pricing and Fees

What does a Texas LLC formation cost at Warren Kalyan?

A standard Texas LLC formation including filing, custom operating agreement, and basic corporate book typically runs eight hundred to two thousand dollars depending on complexity (single member versus multi-member, manager-managed versus member-managed, special tax elections). State filing fees are additional. Series LLCs and multi-entity structures cost more.

What does a contract review or drafting cost?

Simple contract review (NDA, basic vendor agreement) typically two hundred fifty to six hundred dollars. Custom contract drafting (employment agreement, MSA, complex commercial agreement) typically eight hundred to four thousand dollars. Negotiation work bills hourly with caps where appropriate.

What does ongoing general counsel cost?

Most SMB clients on retainer spend between fifteen hundred and seventy five hundred dollars per month, depending on the volume of legal work the business actually generates. The retainer covers reasonable ongoing matters; significant transactions, litigation, or specialized work are quoted separately.

What does a TABC liquor license application cost in legal fees?

Most TABC Mixed Beverage applications run thirty five hundred to seven thousand dollars in legal fees, plus state and local fees. Beer and Wine applications run two thousand to four thousand five hundred dollars. Costs increase with ownership complexity, protests, or hearings.

What does an SMB acquisition cost in legal fees?

For sellers, typically twenty thousand to seventy five thousand dollars depending on deal complexity. For buyers, typically twenty five thousand to one hundred thousand dollars (buyers usually pay more because they drive due diligence). We use retainers against hourly billing, with cap conversations at LOI stage.

Getting Started Once More

Where are your offices?

Austin (1501 East 4th Street, Building B, Suite 150), Houston (925 Richmond Avenue, Suite 1200), and New York (55 Broadway, 3rd Floor). All three offices are staffed by our attorneys; we are not a virtual firm with addresses of convenience.

Can we meet remotely?

Yes. Most consultations and meetings are done over phone or video. We welcome in person meetings at any of our three offices when it's useful.

How do I refer someone to Warren Kalyan?

The Contact page is the simplest way; mention who referred them. We track referrals carefully and reciprocate when we have appropriate matters to refer back.

Do you offer free consultations?

Initial consultations to discuss potential representation are no charge.

How do I see if you're a good fit for my matter?

Schedule an initial consultation. Thirty minutes of conversation is usually enough to determine whether your matter is in our wheelhouse, what the right scope and engagement structure looks like, and whether the fit feels right on both sides.