Biography

I joined the firm as an associate in the Business Group in October 2006. My practice is primarily devoted to real estate, corporate and private securities transactions. Since joining the firm I have been involved in real estate acquisitions, financing and dispositions, mergers and acquisitions, asset and stock purchase transactions, formation and restructuring of business entities, employment agreements and raising capital through the offering and sale of unregistered securities.

Representative Matters

• Represented Insurance Alliance and its shareholders in connection with the sale of the company to Marsh & McLennan Agency LLC. At the time of the acquisition, which closed in November, 2009, Insurance Alliance was one of the largest independent insurance agencies in Texas. The firm also assisted the shareholders in connection with their employment and producer agreements with the company.
• Represented a group of investors in connection with the formation of a partnership through the offering and sale of unregistered securities, as well as the partnership's subsequent acquisition of model homes located nationwide.
• Represented Schiller Del Grande Group in connection with the formation of a partnership through the offering and sale of unregistered securities for the ownership and operation of Houston-based restaurant, Restaurant Del Grande.

Education

• JD, University of Houston Law Center
• BA, University of Texas at Austin

Affiliations

• Houston Bar Association (Real Estate Section)
• Texas Bar Association
• Houston Young Lawyers Association
• Urban Land Institute Young Leader

Community

• Volunteer participant in Houston Bar Association "Lawyers Against Waste" cleanup project
• Volunteer participant in Youth About Business summer business camp

Representative Matters

• Assisted individual guarantors in the development, negotiation and implementation of a plan for repayment of approximately $85 million of mortgage indebtedness secured by real property subject to significant declines in value.
• Represented a purchaser in the acquisition and financing of 69,000 SF new construction, office/warehouse facility in Rosenberg, Texas, leased to a subsidiary of a New York Stock Exchange company on absolute triple net basis.
• Ongoing representation of a local real estate developer in the acquisition, disposition and financing of numerous properties (both improved and unimproved) in Houston and the surrounding area.
• Ongoing representation of group of real estate investors in connection with their land banking operations with residential real estate developers.
• Represented Valley Baptist Health Systems in connection with the sale of certain real property to a national pharmacy chain.
• Represented the principals of a Texas-based commercial real estate services firm in connection with the sale of its business to an investment group.
• Represented principal in the formation of Dexa Systems, Inc. and subsequently represented Dexa Systems, Inc. in its acquisition of the Enterprise Security Services division from Schlumberger Technology Corporation; ongoing representation of Dexa Systems, Inc. in connection with its operations and employment-related matters.
• Represented a corporation owning car washes in Texas, Alabama and Florida in the sale of its business to an investment group through a merger and asset sale transaction.
• Represented a Texas-based restaurant company in connection with the sale of its restaurant chain to a national restaurant operation.
• Represented a group of California-based real estate investors in the acquisition of a Dallas area office building.

Presentations

Raising Money Through the Sale of Unregistered Securities
by Steven D. Kesten and Forrest D. Gordon
University of Houston Law Foundation: Advising Small and Mid-Size Businesses, June 2008

Alerts

All Texas Entities to be Governed by the TBOC Effective January 1, 2010
by Forrest Gordon
December 11, 2009

On January 1, 2010, all entities organized in Texas prior to January 1, 2006 under statutes other than the Texas Business Organizations Code ("TBOC") will cease to be governed by the statutes under which they were formed and automatically, without any notice to or action required by the entity's owners and management, become governed by the TBOC.

What does this mean for pre-TBOC entities that have not taken any action to early adopt the TBOC?

Provided that the formation documents of the entity complied with the statute under which it was formed, no further action is required of the entity to bring it into compliance with the TBOC. Fortunately, the TBOC includes a list of synonymous terms so that any reference in an entity's governing documents to now obsolete terms such as "articles of incorporation" and "regulations" are treated as legally synonymous with their TBOC equivalents (which, for the above terms would be "certificate of formation" and "company agreement").

That being said, owners and management should be aware that all actions taken by their entity on or after January 1, 2010 will be governed by the TBOC, regardless of when that entity was formed. Additionally, the entity will be required to conform its articles of incorporation to the TBOC if and when it ever files an amendment to that document with the Texas Secretary of State.

Press Releases

November 13, 2009