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As we enter this thankful season, it is a great time for business owners to implement a gratitude practice that creates the potential to transform their lives, their companies, and everyone who interacts with their businesses. A renowned teacher of gratitude practices, Dr. Joe Dispenza has said: “When we nourish and sustain gratitude, and give others the opportunity to do the same, we can touch—and change—so many lives. We can heal ourselves. We can heal others. We can, one person at a time, change the world.” I have been following Dr. Joe for the past two years and have seen the changes that arise organically when gratitude becomes a daily practice.

For those new to a gratitude mindset, it is not just a feel-good notion, and it can produce profound change and multiply our blessings. According to a 2024 Harvard Medical School study, gratitude enhances health, brings happiness and may even lengthen lives.

For the business owner, there are three constituencies to consider in expressing gratitude that are discussed in this post. Showing gratitude starts with the self, and from there it extends to the company’s employees, clients and the community in which the business operates. In each of these contexts, adopting a gratitude practice holds the potential to generate impactful change that can benefit everyone involved. 

Leading with a Gratitude Practice

As the company’s leader, the business owner plays a vital role in setting the culture for the entire organization; therefore, for gratitude to become an integral part of the company’s DNA, the owner needs to lead by example. Rather than practicing gratitude becoming another item on the owner’s long to-do list, however, embracing gratitude will actually lighten the owner’s burden. Gratitude practices will unlock hidden opportunities, provide the owner with more clarity and bring more peace of mind. According to an article in Entrepreneurs’ Organization last year: 

Study after study shows that gratitude helps people — and companies — become healthier, happier, and more successful. In a business setting, gratitude can strengthen mental health, deepen team loyalty, improve customer experience, and anchor leaders in clarity. It can also improve employee retention.

Fortunately, while gratitude practices can have dramatic impacts, the practices themselves are simple and easy. They can include beginning the day with a guided meditation for 10-15 minutes, making time each week (if not more often) to express gratitude to team members and the owner’s family members, or ending the day by jotting down a list of 10 things for which the owner is grateful. This is not elaborate or difficult. Yet, this gratitude practice will be noted and amplified by others in the owner’s orbit. When the owner displays a gratitude mindset consistently inside the company, as well as to family and friends, it truly can be transformative.   

Gratitude Expressed in the Workplace

Once the business owner has developed a routine of daily gratitude practices, the next step is to create a culture of gratitude in the workplace. The research is clear that establishing an affirming workplace culture will improve the company’s productivity, reduce employee turnover, and help attract new employees to the company. The business case for gratitude in the workplace has been documented in numerous articles and books, including Leading with Gratitude, as quoted in an article in Forbes explaining the real-world benefits of practicing gratitude:

While few would deny that it is a nice thing for people to feel appreciated at work, is there an actual bottom-line benefit to organizations for fostering a gratitude culture in the workplace? In their new book, Leading with Gratitude, the authors lay out the case for the impact of gratitude on employee performance and state, “Workers want and need to know their work is appreciated. Showing gratitude to employees is the easiest, fastest, most inexpensive way to boost performance.” In its simplest form, an expression of gratitude costs nothing and only requires minimal time and attention.

Leaders can also create an environment where everyone gets in on the action, leveraging the attention of every member of the team to ensure that all accomplishments get recognized.

Regarding specific steps the business owner can undertake to create a workplace culture that reflects gratitude, these practices were spelled out in an article from Gallup that focuses on the importance of employees receiving recognition.  

  • Be genuine. As the saying goes, “Don’t be fake.” Giving disingenuous recognition not only undermines future recognition and team culture, but also how others see you.
  • Be clear. Vague thank-yous don’t hold as much power as you might think. Providing a specific reason for your recognition gives it validity.
  • Be selective. Save some recognition for special occasions or exemplary work, but continue to regularly express appreciation in everyday interactions.
  • Be purposeful. Connect recognition to a specific action or project to validate the importance of the work being done, no matter how small.
  • Be targeted. Discuss with managers or team members everyone’s preferences on praise and hold firm in those boundaries.
  • Be concrete. Don’t just say it, do it. When possible, offer new opportunities, raises, or rewards specific to your team to drive home that recognition matters here.  

The outcome of these efforts is clear.  In a recent study by the American Psychological Association, researchers found that 93% of employees “who reported feeling valued said that they are motivated to do their best at work and 88 percent reported feeling engaged.”

Gratitude Toward Clients and the Community

The final constituency where the business owner can create opportunities to show gratitude is the outside world — clients and communities where the company is doing business. The ways to show clients appreciation are truly unlimited, but they include (i) sending handwritten notes of appreciation, (ii) hosting client appreciation events, (iii) arranging presentations for clients by speakers on topics of interest to their business, and (iv) sending personalized gifts during the holidays. A company that focuses on client engagement explained it this way:

A genuine appreciation goes far beyond a simple “thank you for your business,” though. It’s really about showing clients that you appreciate their trust and that the relationship is valued. A thoughtfully written thank-you message for customers can make a lasting impression. When people feel recognized and valued, they’re so much more likely to stay connected, refer others and continue supporting the business over time.  

It is also helpful for companies to build strong relationships with and show appreciation for community partners. Again, this effort is not a thankless task, and instead, sincere community engagement efforts provide businesses with a competitive advantage. That point is emphasized by a Chamber of Commerce located in Pomona, California:

Community involvement is often treated as a goodwill effort, but for many local businesses it can also support long-term business growth. When a company shows up consistently in the places where customers, partners, and local leaders already gather, it builds familiarity that paid advertising alone may not create. In a city-driven business environment, that visibility can become a practical competitive advantage.

Conclusion

For the business owner who is ready to start a gratitude practice, now is the perfect time heading into the Thanksgiving season. First, begin the day with a gratitude meditation of 10-15 minutes (Dr. Joe has a bevy of free guided sessions on YouTube). Next, start a gratitude journal and write down a list of 10 things at the end of the day that provided a sense of gratefulness. Finally, make time at least once a week to express gratitude to others not for what they accomplished, but for their character, positive attitude and teamwork. The point is to make the person feel seen, heard and appreciated. Once these practices become a habit, it will become much easier to move to the next stage of bringing gratitude to the workplace and beyond.  

If these practices take root, when Thanksgiving arrives next month, it will bring a deep sense of gratitude for the many blessings that have already been received, along with the ripple effect of making others feel appreciated for the blessings they helped to create.     

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Channeling Ted Lasso, one can hear him coaching his team that, to win, you need to prepare before you perspire. The same holds true when a business owner first begins to think about selling the business in a few years. The difference for the majority business owner between experiencing a good outcome and a great one is determined, to a large extent, well before the sale ever takes place. To help business owners achieve favorable outcomes, this post focuses on the owner’s pre-sale plan, which includes (i) motivating key employees, (ii) retaining experienced third-party advisors to guide the process, (iii) structuring the transaction to secure tax benefits, and (iv) preparing the owner to thrive in life after the sale.

Incentivize key employees to facilitate the sale

Successful companies typically have effective leadership teams, which play a critical role in preparing the company for sale. The team engages in a myriad of pre-sale activities necessary to bring the company to market, such as updating financial records, organizing existing inventory, improving or modernizing internal reporting systems, helping to motivate employees, and updating company records and processes relating to payroll, banking, product performance and client retention. The management team also will help to compile and produce a vast amount of information that the potential buyer will require as part of the due diligence process.  

The owner could adopt the view that the management team simply needs to do its job to assist with the sale of the business. But the owner who decides to offer financial incentives to company leaders in connection with the sale is likely to find this approach pays significant dividends in avoiding hiccups with the sale and also accomplishing the sale in a more efficient, prompt manner. In addition, providing this incentive makes it likely that employees will remain through the sale closing.

There are a variety of ways the business owner can incentivize the company’s management team, but what is most typical is for the owner to share a percentage of the net sale proceeds with key employees. The specific percentage each employee receives will be determined by a combination of the employee’s seniority on the organizational chart and tenure with the company. This incentive also requires the employee to be present at the time of sale, i.e., if the employee is discharged for any reason before the sale closes, the contract right to receive an incentive payment is extinguished.

Retain the right team of third-party advisors

The second pre-sale action item for business owners is to assemble a team of experienced professionals to guide and implement the sales process. The team will include at least the following: (i) a business broker or, for larger transactions, an investment banker (IB), (ii) a tax accountant (or a tax lawyer), and (iii) a lawyer with a mergers and acquisitions focus. As discussed below, each of these key advisors will play a critical role in achieving a successful outcome for the owner.

  • The business broker is vital because they will design a process that is geared to find buyers who will pay the best price to acquire the company. It is common for business owners to know all the top competitors in the market, some of whom are likely to be interested in purchasing the company. But the business broker will find a variety of other potential buyers, such as strategic buyers in other markets or regions, including private equity firms, family offices, and other syndicated buyer groups. The business owner who declines to retain a business broker is therefore potentially leaving millions of dollars on the table. 
  • The second key advisor is the tax accountant (or tax lawyer) who will help the owner to structure the transaction in a way that provides the owner with a variety of significant tax benefits.
  • The final advisory team member the business owner needs to retain is the M&A lawyer, who will help negotiate and draft documents necessary to memorialize the sale of the business. No business owner wants to be dragged into a legal dispute or, worse, a lawsuit that arises months or years after the sale of the company closes. While it is not a guarantee, relying on experienced M&A counsel makes it much less likely that the owner will become embroiled in post-sale litigation with the buyer. 

Structure the sale to achieve optimal tax benefits

A detailed discussion of tax planning to achieve the best results in connection with the sale of a business is beyond the scope of this post, but a tax advisor will help the business owner to consider (i) whether to structure the transaction as an asset sale or a stock sale, (ii) how to use trusts as part of the owner’s estate plan to defer or reduce taxes, (iii) whether to reallocate the tax basis of certain assets to secure more favorable tax treatment, and (iv) making charitable allocations to reduce the tax burden of the owner upon sale. Note that for estate planning that involves larger sale transactions, the owner will likely want to retain an estate planning attorney in addition to the tax accountant. Discussions will likely involve an estate planning professional who can create the type of estate plan that will provide both asset protection of the funds received from the sale and deferred tax consequences on these proceeds for the owner. 

Prepare to thrive after the sale

This last point is often overlooked, but it is important for the transaction to be considered a success. A number of post-sale surveys indicate that a high percentage of majority owners look back with misgivings following the sale of their business.  Indeed, the Exit Planning Institute reported last year that 76% of business owners who sold their business experienced profound regret within a year after the sale.

Owners experienced what the article terms as an identity loss after the sale of their business, and they were frequently disappointed with changes the seller made to the business, including personnel decisions, adding or subtracting lines of business, moving the office location, and making other changes that impacted the company’s culture.  These misgivings can be avoided or at least lessened if the owner prepares a post-sale life plan before the sale of the business closes. As the article states, the owner needs to develop this post-sale identity before the sale closes.

The structure of the owner’s new identity needs to be created before the sale concludes, and for it to be successful, it needs to include the type of goals that enrich and energize the owner’s life. For this to happen, the owner needs to spend the time necessary to determine how to redirect the drive that the owner previously devoted to the business. Owners tend to be goal oriented, and the activity is not as important as developing a new set of goals that kick in right after the sale is completed. The key is for owners to find a new passion (or a new set of passions) that renews their  excitement at getting out of bed in the morning after the sale goes through.

Conclusion

For the sale of a business to be successful, the owner needs to start planning long before the sale happens. Once business owners start thinking about selling their business within two to three years, the planning process should start to help lead to a successful outcome. The savvy business owner will ensure that the pre-sale action plan includes, but is not limited to, (1) motivating key employees by providing financial incentives; (2) retaining experienced third-party professional advisors to locate a strategic buyer for the business and then guide and document the sale; (3) evaluating various strategies to secure tax benefits; and (4) developing a detailed plan for the owner to thrive personally after the sale.

In Coach Lasso speak, it is best not to count one’s chickens before the eggs are hatched. And in the context of the sale of a business, the company owner needs to get the nest primed and ready before the eggs ever arrive.

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Texas isn’t just bigger — it’s also better, having become a more favorable place for private company owners to do business. Just last year, the Texas Legislature amended the Business Organizations Code to create a much safer environment for those who control companies: directors, managers, and officers. These changes have not gone unnoticed. Large companies like Tesla, Coinbase, and Dell have moved their headquarters from Delaware to Texas, part of a broader trend that is now termed the “DExit,” in which companies have left Delaware for states like Texas and Nevada. The companies making the move have expressed a fairly consistent set of reasons, including limiting shareholder litigation against company officials, reducing operating costs, and securing a more predictable legal environment for the operation of their businesses.

The statutory changes the Texas Legislature made last year, however, are not limited solely to companies considering a move to Texas. This post reviews three important changes that owners of companies that are based in or doing substantial business in Texas may want to make in Q4 to take advantage of the more favorable statutory environment now in place in the state.

1. SB 29 — Review of Legislative Changes Impacting Control Persons

The changes SB 29 made to the Texas Business Organizations Code (TBOC) in May 2025 fundamentally altered the legal landscape for directors, managers, general partners, and company officers. In summary, the changes altered the scope of fiduciary duties owed by those in control of Texas companies, shifted the burden of proving breach of fiduciary duty onto those who are bringing the claim, and imposed a higher burden on both pleading and proving these claims. Some of the critical changes are detailed below.

  • Codified the Business Judgment Rule and created a statutory presumption that directors, managers, and general partners acted in good faith, on an informed basis, and in the honest belief that their actions served the company’s best interests — creating a new statutory shield
  • Shifted the burden of proof to claimants (equity holders) who must now plead their breach of fiduciary claims against with particularity
  • The claimant also must establish that the fiduciary committed fraud, intentional misconduct, ultra vires acts, or a knowing violation of law rather than relying on generalized unfairness allegations
  • Applies to corporations (§21.419), LLCs (§101.256), and limited partnerships (§153.163)

2. Consider Opting In to the New TBOC Changes in Q4

In light of the statutory changes made to the TBOC last year, majority owners will want to consider opting in to the protections now available. These statutory changes protections are not automatic, however, for companies already incorporated as of May 2025 — they must amend their governing documents for the revised statutes to apply. Depending on the company’s governance documents, this may require unanimous consent by all shareholders or members; if unanimity is not mandatory, a majority of the company’s equity ownership will be able to adopt the amendments. The opt in requires corporations to amend their bylaws and LLCs to amend their company agreements.

From the perspective of the majority owner, personal and business dealings often overlap in closely held companies. The owner may hold interests in other companies or family ventures, and any transaction in which the owner directs the company to engage in business with the owner’s other ventures can potentially give rise to claims for breach of fiduciary duty — even when the transaction actually benefits the company. These are treated as self-interested business dealings because the majority owner holds interests on both sides of the transaction.

SB 29 addresses this problem by building onto the TBOC’s existing safe harbor provision for interested-party transactions (§21.418), which deems these transactions to be valid if they are approved by disinterested company directors, approved by shareholders, or they are ultimately determined to be fair to the company in litigation. SB 29 thus adds another layer of protection: Companies may now form special committees of independent, disinterested directors to review and approve related-party transactions in advance. Once approved in this way, the transaction is evaluated under the more deferential, codified business judgment rule rather than the tougher “entire fairness” standard. For especially significant transactions, companies can also request a pre-transaction ruling from a court confirming a director’s independence or the propriety of the transaction before it is ever challenged. These changes give majority owners the clarity and the freedom to run their business without a constant concern that ordinary business dealings will be attacked as disloyal — and therefore actionable.

While a change to the governing documents could be made by the majority owner alone in Q4 if only a majority of ownership is required for amendment, the owner will want to consider holding a meeting of shareholders or members to explain the reasoning behind adopting the new statutory scheme. Some equity holders may express concern that the majority owner will now be less constrained legally, but the owner’s pitch should be that this step reflects a desire to keep the focus on growing the business — without distraction caused by petty disputes over its direction.

3. Consider Redomesticating in Texas

For company owners running businesses based in Texas, but incorporated in Delaware or in other states, now may be the time to consider reincorporating the business in Texas. Owners will need to conduct a thorough cost-benefit analysis to decide whether the TBOC protections now in place after SB 29 provided financial and other benefits sufficient to justify the time and cost involved in reincorporating. The conversion process is more complex and more expensive than simply opting into the new statutory amendments as a Texas company; it will require analysis of legal, tax, and licensing issues, and the owner may need to answer questions about the change from shareholders, customers or clients, lenders and third-party vendors.

One important factor to consider in making this decision is the company’s experience with shareholder litigation. If the company has never faced a lawsuit from its shareholders or members against its directors, officers, or managers, and no claims are currently pending, that may suggest that reincorporation isn’t necessary given the time and expense involved. On the other hand, if the company has dealt with shareholder litigation in the past — and endured the distraction and legal expense that comes with it — the majority owner may conclude that reincorporating the business in Texas is a strategically wise decision that protects the entire management team and is in the company’s best interests.  

Conclusion

As majority owners head into Q4, one important checkup item for them to consider is whether to opt in to the new protections that SB 29 added to the TBOC last year. Unless opting in requires unanimous consent from all of the company’s owners, or the adoption of the statutory changes would create friction with some of the other owners, the new changes clearly benefit majority owners. Stated simply, Texas majority owners now have the opportunity to take steps to protect themselves and their management teams from most shareholder and member lawsuits as a result of the TBOC changes. But formally opting in to accept the statutory protections of these amendments is the only way to secure the benefits that are now available.