Representative Matters

Regularly handle litigation needs for multi-state mortgage company and worldwide steel distributor

Represented a National Drug Testing & DOT transportation compliance company in an aggressive acquisition (30) strategy to quickly increase its overall market share of the workplace safety solution and third-party administrator business in North America.

Sale of a controlling interest in a utility construction and maintenance business to a public company in exchange for cash, notes and stock, negotiation of multiple post-closing amendments relating to purchase price adjustments and extension of payment terms, and resolution of post-closing disputes relating to payment of notes and restrictions on and value of stock issued in the transaction.

Represented client in connection acquisition of large acreage and sale of same to commercial developer for lease by anchor grocery tenant, and additional sale of commercial pad sites and acreage for development of a residential subdivision to homebuilder partnership. The transaction included the negotiation and drafting of access easements and of development agreements to ensure appropriate allocation of costs and responsibilities for completion of regional roadway, utility and drainage facilities serving the commercial outparcels and residential subdivision to be developed, and the client’s retained land to be developed for commercial uses. The subject property covers jurisdictions of two different municipalities (Conroe and Willis) and two separate in city municipal utility districts contributing to the water, wastewater, drainage and roadway facilities and improvements serving the intended development. In this regard, the transaction also included financing and development agreements with MUDs in the formed for two municipalities.

Represented Leslie Doggett, owner of Doggett Industries, in the acquisition of a 6.3-acre site in the Galleria area located at 1750 Post Oak Boulevard, along with two additional family offices. Representation included negotiation of the acquisition documents and advising on joint venture structuring.

Served as lead M&A counsel for a long time client that is a family owned business in the computer network management space in connection with the sale of the equity in the business to a private equity purchaser.  Complexities of this transaction involved differing interests of the two generations of family members that were shareholders with the patriarch desiring to cash out and next generation desiring a significant equity  rollover that was problematic with an S-corp entity target, requiring a creative post-closing redemption solution.

Represented owners of two closely held corporations in companies’ stock sale for approximately $50 million.

Represented a Houston-based telecommunications company in connection with its acquisition of 219 telecommunications stores.

Advised owners on F reorganization and conversion of a utility infrastructure construction business from corporation to LLC, various tax matters relating to the sale of the business and reorganization of a seller’s corporate holding company structure, sale of a majority interest to Jumana Capital portfolio co., and roll-over structuring.

Ongoing land and lot acquisition, joint venture and development agreements for a publicly traded national home builder transacting business in 24 states.

Advise on corporate structuring and restructuring; prepare lease agreements for vacation/ranch property and related contracts; represented on NDAs, investment diligence, and various types of real estate agreements.

Represented the buyer of five (5) food franchise locations, with a purchase price of approximately $900,000. Drafted the asset purchase agreement and ancillary documents and served as the primary point of contact for the client.

Successfully represented real estate investor in its claims for breach of contract, breach of fiduciary duty, fraud, and fraud by nondisclosure

Obtained summary judgment on behalf of a local retailer in a lawsuit filed by retailer’s former agent seeking recovery of commissions that agent claimed were not paid pursuant to the terms of written agreement. The matter concerned an interpretation of the agent’s duties and responsibilities under the commission agreement and Texas. The trial court ultimately granted summary judgment on all claims.

Represented national wholesaler of products and services for the multi-family apartment industry in it’s multi-year serial acquisition and expansion strategy, ultimately leading to the acquisition of the Company by a multi-national publicly traded company.

Represented The Nature Conservancy and City of Austin in connection with the acquisition of over 2000 acres of land and conservation easements for open space preservation and water quality protection in ecologically sensitive Barton Creek watershed area.