Biography

As Chairman of the Business Group, I oversee our corporate and commercial matters, with emphasis on mergers and acquisitions, real estate, entity formation and structuring, corporate finance, lending and venture capital.

My own practice includes extensive experience in mergers and acquisitions, capital formation, contract negotiation/documentation, lending, factoring and day-to-day representation of corporations and other business entities. I frequently participate in the organization and financing of business entities, as well as the negotiation and documentation of complex transactions. Special components of my practice include the representation of United Kingdom-based companies in Texas, insurance agencies and representing business sellers who are new to the process of working with attorneys in sophisticated transactions. Representative transactions include the sale of a Houston-based oil and gas service company to a purchaser based out of the United Kingdom, the purchase of a California-based project services company by a company headquartered in England, and the sale of an insurance services company to a public corporation. I enjoy developing strong relationships with my clients, and strive to make a difference in their business lives. I am AV rated and a fellow of the Houston Bar Foundation.

Representative Matters

• Representation of a United Kingdom-based company in connection with its acquisition of substantially all the assets of a Houston-based service and repair company for $26 million.
• Representation of a Houston-based service company in connection with a $28 million majority recapitalization with a private equity firm.
• Representation of a Houston based borrower in connection with a $30 million asset based loan from a banking institution.

Education

• JD, University of Texas with Honors
• BBA, University of Texas with Honors

Affiliations

• Houston Bar Association (Fellow)
• Texas Bar Association
• American Bar Foundation
• Houston Bar Association (M&A Section)

Community

• Camp For All Foundation (General Counsel and Member of the Executive Committee; former Board Chairman)
• Congregation Beth Israel of Houston (Vice President of the Congregation's Endowment and Member of the Board of Trustees of the Endowment)
• Shlenker School in Houston (former Member of the Board of Trustees and Executive Committee)

Representative Matters

• Represented Blackhawk Specialty Tools, LLC, an oilfield services company headquartered in Houma, Louisiana, in connection with a private equity investment made by Rock Hill Capital Group.
• 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. BoyarMiller first represented Insurance Alliance in connection with its initial formation in 1992, as a consolidation of four leading Houston independent agencies, and worked with the company from the 1990s through the recent sale.
• Represented Leading Edge Turbine Technologies, Inc. and its shareholders in connection with the sale of its assets in January 2010 to Dresser-Rand Group Inc. for initial consideration of approximately $35 million. Leading Edge is headquartered in Houston, where it operates a service and repair facility for industrial gas turbines. The firm also assisted the shareholders in their employment contracts with Dresser-Rand.
• Acted as U.S. counsel for a UK-based client in connection with the acquisition of an international company supplying rental equipment to the oilfield.
• Represented a UK-based client in their acquisition of an oil and gas service company in California.
• Represented the shareholders of an oil tool company in connection with the sale of their shares for approximately $22 million plus shares of stock in the acquiring company. 
• Represented the shareholders of a Houston-based electronics manufacturing company in connection with its sale to a strategic purchaser.
• Represented an executive of a large corporation in connection with his employment relationship with his employer.
• Represented a borrower in connection with the restructure of its $100 million loan with a banking institution.
• Represented a UK bank in connection with the United States law aspects of its loan, especially relating to securing the loan with assets in the United States.

Press Releases

February 24, 2010

January 18, 2010

January 05, 2010

November 13, 2009

Other News

Youth About Business (June 2009)
BoyarMiller attorneys Gary Miller, David Bond, Gus Bourgeois, Blake Royal and Forrest Gordon recently participated in the Youth About Business summer business camp. This national entrepreneurial training program exposes high school students to successful entrepreneurs and provides hands-on training and practical skill development. Students engage in a business competition performing mock mergers and acquisitions. They are taught to research and analyze public companies and are challenged to think through their decisions and understand the strategy and due diligence necessary to determine and execute a feasible transaction.

The BoyarMiller team worked with students to help them understand complex transactions and give them guidance on the proper techniques used when negotiating a merger or acquisition. For more information about Youth About Business, visit www.youthaboutbusiness.org.

Houston Bar Association M&A Section (May 2009)
Gary Miller was recently named to the Council of the Mergers & Acquisition Section of the Houston Bar Association. The M&A Section focuses on the role played by lawyers in negotiating and documenting business acquisitions, divestitures, mergers and related transactions. 

Publications

Texas is the Place
Inform-The Newsletter of Ledingham Chalmers, Summer 2007

Don't Take It, It's Mine: Enforceable Nonpiracy Agreements Protect the Business Interests of Both Agencies and Agents
co-written by Gary W. Miller
Best's Review; January 2006

Pass It On: A Modest Proposal For Transferring Your Agency To The Next Generation
Insurance Journal - Texas; September 5, 2005

The Rise and Fall of an Asset-Based Loan - From Documentation and Inception to Work-out
co-written by Gary W. Miller
Financier Worldwide; May 2005

Following a Structured Process Paves the Way for Selling a Business
The Houston Business Journal, May 31, 2002

Awards and Recognitions

• Super Lawyers Magazine — National Corporate Counsel Edition named Gary Miller in the Business/Corporate Super Lawyer list (2009)
• Selected for inclusion in Texas Super Lawyers (2009, 2008, 2007, 2006, 2005)
• Texas Monthly Magazine - Selected for inclusion in the Top 100 Texas Super Lawyers, Houston (2006)
• Martindale Hubbell — AV Peer Rated