CORPORATE & COMMERCIAL TRANSACTIONS
The firm advises and represents clients in organizing, reorganizing, and dissolving corporations and other business entities, in their efforts to raise private funding through the issuance of equity and debt securities, and in all phases of commercial activities, including sales and credit documentation, distribution channel design and documentation, warranty and service arrangements, trademark and copyright matters, supply and procurement, commission sales arrangements, workforce matters, outsourcing arrangements, technology and website systems, and line-of-credit and asset-based working capital financings. Our corporate and commercial transaction lawyers work with the firm’s lawyers in tax, finance, regulatory law, mergers and acquisitions, among others, so that our advice takes the client’s complete environment into consideration.
We understand that to be of true value, lawyers have to understand the client’s business model, consistently meet deadlines, produce work that meets or exceeds expectations, and be both accessible and accountable. Those standards are central to the way we work.
We assist clients in the selection of the appropriate entity (corporation, partnership, limited liability company) to meet business, finance, and tax objectives, select the appropriate jurisdiction (Texas, Delaware, etc.) for the entity, and design a management structure suited to the business or investment plan.
To best serve the clients’ management objectives, minimize taxes, and control exposure to business liabilities, we help clients decide whether to isolate particular business lines or investments in separate entities. We help plan for management and operations across complex affiliate and subsidiary structures.
We design and implement business reorganizations to facilitate sales of business lines, separate management teams, meet the demands of investors and lenders, and streamline compliance with tax and regulatory laws.
Mergers and Acquisitions
We represent buyers, sellers, and investors in business mergers and acquisitions. These transactions range from cash and stock mergers to share exchanges, asset sales and purchases, stock or other equity sales and purchases, and joint ventures. We represent closely held businesses as well as publicly traded companies, and we are equally attuned to the complex business modeling that drives large public transactions and to the much more personal issues that a family faces when it buys or sells the family business. Our work covers negotiation and documentation of the transaction, due diligence, third-party and seller-financing arrangements, corporate governance matters, and securities, tax, antitrust, regulatory, employment, environmental, intellectual property, and other aspects of the transaction. Our experience, and the volume of transactions we handle, allows us to help clients determine whether features of the deal are “market” for that kind of transaction and to design risk-allocation features such as earn-outs and joint ventures that can make a difficult transaction possible.
We represent qualified clients in offering stock, membership or partnership interests, and other equity securities to both passive investors and those who will be active in the management of the business. From time to time, we represent individual investors in evaluating the risks of an investment in a private venture. Our work in securities offerings includes private placements of securities in exempt transactions such as the exemption provided by Regulation D of the federal securities laws.
We represent qualified clients in offerings of indenture debt and other debt instruments and in the administration of bond indentures and other debt arrangements.
In issues of corporate governance, we help clients understand and meet their obligations and protect their rights as business owners, investors, directors, and managers. We represent controlling owners, minority investors, and managers in disputes concerning corporate control and management.
We help clients address challenges and opportunities in the management of their businesses. These engagements cover advice on management succession, advice on executive compensation, and advice on the preparation and operation of codes of ethics, legal compliance plans, and codes of conduct for the business.
We offer clients a range of legal services relating to the acquisition, enforcement and commercial exploitation of intellectual property assets, including litigation, counseling, technology transfer, outsourcing and licensing agreements and other transaction-related services, and trademark and copyright registration.
Representative Client Industries:
- Energy and Utilities
- Real Estate
- Architectural and Engineering
- Health Care
- Mergers, acquisitions and divestitures
- Business reorganizations
- Organization and governance of project joint ventures
- Indenture financing, credit agreements, project financing, securitization financing and lease financing arrangements
- Project development for pipelines, electric generation facilities, and electric transmission facilities
- Engineering, procurement, and construction agreements
- Electric interconnection and transmission agreements
- Gas, oil and liquids transportation and storage arrangements
- Operations and procurement arrangements
- Power and fuel purchase agreements (including full off-take arrangements, tolling arrangements and full-requirements agreements)
- Emissions allowance and renewable energy credit purchases
- Enterprise software and other outsourcing arrangements