Manufacturing & Distribution Representative Matters

  • Represented the developer in the acquisition and development of a multi-building industrial business park, including a multi-building lease with an international chemical manufacturing company.
  • Represented an international plastics and chemicals manufacturer and distributor in the acquisition, lease and rail service of a build-to-suit, rail-served industrial distribution center.
  • Represented an owner of a lighting poles and standards manufacturing business in the acquisition of outstanding partnership interests from the remaining owners.
  • Represented manufacturer of light poles and standards in secured line of credit to finance acquisition of outstanding ownership interests.
  • Ongoing representation of Houston based private equity fund in connection with its investment in, among other companies, a pipe and tubing company, a specialized commercial HVAC company and a trucking fleet service company. Currently, represent each of such portfolio companies in various matters and transactions.
  • Represented Sandbox Enterprises, LLC (a proppant delivery solution product and services company) in its sale to U.S. Silica for a purchase price in excess of $230 million.
  • Currently representing a manufacturer of building and roofing systems in dispute brought by former employee, in which the employee alleges employment discrimination and retaliation under the Americans with Disabilities Act (“ADA”), the Family Medical Leave Act (“FMLA”), and common law. Strategy for disposition of the lawsuit is a quick and effective deposition of the plaintiff to disprove key elements of his claims, followed with a request that the court dismiss the claims based on the evidence.
  • Counseled a former director of a valve manufacturer through his resignation and hiring at a different valve manufacturer. Representation included managing the identification, quarantining, return, and remediation of allegedly confidential information in the director’s possession, and advocating against the enforceability of his non-competition agreement.
  • Developed and presented a legal training curriculum for the purchasing group of a carbon black manufacturer, focusing on “best practices” in procurement and the “must have” provisions for clients’ services agreements, sales agreements, and terms and conditions.
  • Represented manufacturer of personal protective equipment in a breach of contract dispute with its client, an oilfield services company, over a large amount owed under the parties’ Supplier Agreement. BoyarMiller developed and substantiated an aggressive damages model, managed a successful mediation, and obtained a favorable settlement payment for its client.
  • Representing a national manufacturer-marketer of engineered pipe fittings in a wrongful termination dispute initiated by a former employee. The former employee has alleged wrongful termination on the basis of a perceived disability as well as the wrongful denial of medical leave under the FMLA.
  • Obtained judgment of more than $9 million on behalf of entrepreneurs related to the sale of their valve company to a New York-based private equity firm. After the sale, the buyer asserted indemnification claims against the entrepreneurs based on pre-sale representations allegedly made by the entrepreneurs. In doing so, the buyer sought to avoid paying the bulk of the purchase price for the entrepreneurs’ company. On competing summary judgment motions, the New York Supreme Court – Commercial Division rejected the buyer’s claims (including claims for fraud, breach of contract, indemnification, and set-off) and granted the entrepreneurs’ affirmative claims for breach of the various promissory notes at issue. The New York Court also awarded attorney’s fees to the entrepreneurs.
  • Representing the owner of two retail stores in a dispute with an international textile distributor. The textile distributor has claimed a partnership interest in the retail stores and has sued for damages for alleged breach of contract and various business-related torts.
  • Represented a manufacturer and supplier of separation and phase contacting process internals in an age discrimination dispute brought by a former employee. Successfully avoided a lawsuit through pre-suit negotiations after the Equal Employment Opportunity Commission issued a notice of right to sue.
  • Representing a manufacturer of separation products installed in process units against claims made by a multi-national chemical manufacturing corporation seeking damages exceeding $10 million relating to alleged defects in design of the products and failures of the products installed.
  • Represented a refinery service contractor in a multi-million dollar lawsuit involving claims arising out of the refinery’s refusal to pay for services and counterclaims by the refinery relating to alleged breaches of safety procedures. Within five months of filing lawsuit and shortly after the filing of a pre-discovery, summary judgment motion asserting immediate right to payment, the matter was successfully resolved.
  • Represented a manufacturer and supplier of pipe fittings in a disability discrimination dispute brought by a former employee. The former employee alleged he was discriminated against due to a disability resulting from an on-the-job injury. After receiving employer-provided medical treatment for the injury, the employee failed to report, and subsequent to termination, brought suit. A resolution of the dispute was successfully negotiated within six months from the suit being filed.
  • Obtained a temporary restraining order enjoining two former employees from doing business under a substantially similar business name as that of their former employer as well as from using their former employer’s confidential information. Two defecting, former employees formed a competing company selling power-generation equipment to both commercial and industrial clients. Prior to filing suit, conducted an electronic, forensic review of the former employees’ computers, and discovered evidence of theft of confidential information. This evidence was subsequently used at the emergency hearing. The case was successfully settled within a month of obtaining the emergency relief.
  • Pursuing claims on behalf of a supplier of industrial guar for breach of contract against one of the supplier’s customers.
  • Settled breach of contract dispute between manufacturer of car products and a purchaser.
  • Successfully defended Houston-based metal building manufacturer against claims for copyright infringement and violations of the Digital Millennium Copyright Act brought by former customer and property owner.
  • Represented Houston-based lumber distributor in employee fraud suit against its former executive-level manager. The client’s manager conspired with lower level employees to embezzle substantial amounts of money from the company, in addition to defrauding the company of thousands in product inventory and other assets.
  • Won a unanimous decision from the Texas Supreme Court on behalf of a major water bottling company in a dispute against land owners concerning the alleged drainage of an aquifer. The trial court granted a summary judgment at the lower court level, rejecting plaintiff’s attempt to obtain an injunction to halt the production of spring water from client’s largest water source.
  • Represented the owners of a chemical packaging and distribution business in the sale to a private equity controlled company, including negotiation and implementation of risk abatement for environmentally impacted real estate.
  • Represented the buyers of a controlling interest in a privately owned manufacturer and distributor of high pressure valves and manifolds.
  • Represented foreign investors in the acquisition of a distributor of drilling and completion fluids with operations in Texas, Louisiana, Oklahoma, Pennsylvania and West Virginia.
  • Represented the owner of an oilfield motor and control center manufacturer and service center to private equity controlled integrated component manufacturer and industrial services company.
  • Represented an integrated supplier of downhole completion tools and services in the acquisition of a group of related precision machining businesses.
  • Represented the purchasers of a manufacturer and distributor of DOT qualified lighting, sign and utility poles and ornamental and decorative light poles and flagpoles with operations in the United States and Canada from private equity sellers.
  • Represented the certain management participants in the sale by a private equity owner of an integrated manufacturer of oil field equipment, compressors and other engine driven equipment and distributor of diesel engines and spare parts to a strategic purchaser.
  • Represented the owner and operator of stainless steel and non-ferrous metals processing company in the acquisition of a cut-to-length and metal polishing business and the subsequent exercise of an option to acquire the related real property.
  • Represented the owner of a well stimulation equipment manufacturing business to a publicly-owned diversified manufacturer of oilfield equipment, including lease of environmentally impacted real estate.
  • Represented a manufacturer of waste water processing equipment and developer of facilities to convert municipal waste water biosolids into a renewable energy source in the private placement of debt and equity securities.
  • Won a bench trial for a manufacturing company against a national accountant placement agency. The client sued when it discovered that the controller it hired from the agency had a criminal record relating to theft by hot check. The agency refused to refund the placement fee. The verdict included a violation of the Texas Deceptive Trade Practices Act resulting in the client receiving a doubling of its damages and the recovery of attorney’s fees.
  • Obtained dismissal of copyright infringement suit asserted against Texas-based pre-engineered metal building subcontractor in Florida federal court where plaintiff sought in excess of $1 million in damages and attorneys’ fees. The metal building manufacturer was sued in Florida because the Plaintiff was headquartered there, but the Florida federal court agreed that the metal building subcontractor was not subject to personal jurisdiction in Florida and dismissed it from the lawsuit.
  • Successfully defended a national manufacturer-distributor in an EEOC proceeding brought by former employee claiming sexual harassment and gender discrimination relating to a manager’s sex based comments. The matter settled on very favorable terms for the employer after an extensive EEOC investigation that included multiple on-site interviews of employees and review of company records.
  • Successfully defended a national manufacturer-distributor in an EEOC proceeding brought by former employee claiming sexual harassment and gender discrimination relating to a manager’s sex based comments. The matter settled on very favorable terms for the employer after an extensive EEOC investigation that included multiple on-site interviews of employees and review of company records.
  • Obtained a restraining order and, ultimately, a permanent injunction for copyright and trade dress infringement on behalf of the largest manufacturer of digital game feeder timers. Case brought against client’s former customer who was improperly selling an identical product at an industry trade show.
  • Represented a direct-to-the-installer automotive parts supplier in the recapitalization and sale of 80% of its interest to a Japanese global conglomerate. The total transaction value was $180 million.
  • Pursued claims on behalf of a metal fabrication and assembly services provider for breach of contract. A home automations systems company refused to remit payment on several purchase orders it submitted for component parts, fabricated parts, and labor. Successfully obtained an early settlement for more than $500,000.00.
  • Currently represent Indian supplier of global agricultural products in federal court surrounding dispute over payment for guar products supplied to buyers. Client is seeking in excess of $150 million in damages.
  • Won an arbitration award on behalf of two senior level employees of a manufacturing facility against their former employer due to the former employer’s failure to make profit sharing and bonus payments under two separate agreements. Counterclaims were asserted against our client. After a five day arbitration, the arbitration panel ruled in favor of our clients and awarded our clients all of the damages sought and attorneys’ fees.
  • Represented major LED designer and manufacturer in dispute with competitor involving claims of misappropriation of trade secrets, patent infringement, and conspiracy.
  • Represented a manufacturer of carbon products in a lawsuit relating to injuries that a contract worker sustained while performing electrical work at a Beaumont, Texas, facility. Lauren efficiently and leanly developed the case and secured a favorable settlement with the plaintiff.
  • Successfully defended a manufacturer in a lawsuit brought by former employee claiming sexual harassment, hostile work environment and negligent hiring based on allegations that former employee’s supervisor made sexually explicit comments to her. The former employee’s claim of negligent hiring was premised on the allegation that the employer hired the supervisor who had a criminal record. The lawsuit raised novel issues relating to the exclusivity provision of the Texas Workers Compensation Act.
  • Successfully negotiated resolution of complex, multi-million dollar dispute involving production of steel rig kits for use in offshore jack-up drilling rig application as between overseas steel mill, Houston-based steel fabricator, and offshore drilling systems provider in Mississippi.
  • Obtained summary judgment from Supreme Court of the State of New York, Commercial Division, and affirmed by New York Appellate Division, First Department. Representing sellers of a valve distribution company in claims brought by the buyer for alleged damages and claims for indemnification based on the terms of the parties’ Stock Purchase Agreement. Sellers filed counterclaims for the amounts owed under the Stock Purchase Claims, as well as for fraud against the private equity firm that purchased the company and its principals.
  • Representing a world leader in premium insulation coatings against former employees and distributor for misappropriation of its confidential information and trade secrets. Successfully obtained a temporary injunction to prevent the use and/or disclose our client’s confidential insulating coating formulas and manufacturing processes.
  • Obtained a summary judgment for a products manufacturer-creditor against the transferee of a bankruptcy debtor’s assets.
  • Represented Core International, LLC, a Houston-based manufacturer and supplier of highly engineered rubber components and supply chain solutions, and its shareholders in a majority recapitalization by Rock Hill Capital Group.
  • Represented a Houston-based provider of complex de-watering systems in its corporate restructuring and $34.3 million sale to a Houston-based private equity fund.
  • Represented a Houston-based carpet and flooring provider in its purchase of an Oklahoma-based flooring business.
  • Represented an Arlington, Texas-based provider of industrial, medical and specialty gases, equipment and supplies in its sale to a portfolio company of CI Capital Partners.
  • Represented the buyer in its $6 million acquisition of a Nebraska distribution company.
  • Defended a Department of Transportation safety and compliance consulting company against claims related to the negligent training of a client’s independent contractor driver.
  • Represented a manufacturer of large industrial equipment in an EEOC proceeding brought by an employee claiming the termination of his employment was national origin discrimination. The matter involved the employer’s decision to convert the employee’s pay structure from hourly to salary resulting in the potential for employees to make less money when overtime was factored into the hourly rate.
  • Represented 130 ac. petrochemical plant for nearly 10 years in connection with a variety of real estate matters including easements for pipeline corridors, plant expansions, environmental issues, industrial district agreements and other property tax issues, street abandonments, licenses and leases with abutting property owners, analysis of bulkhead permits and leases of submerged lands in Houston Ship Channel, and coordination and appraisal of real estate collateral for corporate financings.
  • Represented a petrochemical plant as the host plant in connection with development of electrical cogeneration facility in Channelview, Texas.
  • Represented Eastman Chemical Company as the host plant in connection with development of electrical cogeneration facilities in Columbia, South Carolina and Longview, Texas.
  • Represented a national fiberglass products manufacturer in a variety of transactions, including the strategic acquisition of a Montana-based fiberglass products manufacturer and related acquisition financing and the later corporate reorganization and capital infusion by a private equity group.
  • Represented a Houston-based hydraulic generator manufacturer in the sale of its equity interests to a private equity group for approximately $10 million, including equity interests in the acquiring company.
  • Represented a regional industrial tunneling company in sale of that business to a financial purchaser.
  • Represented Core International, LLC, a Houston-based manufacturer and supplier of highly engineered rubber components and supply chain solutions, and its shareholders in a majority recapitalization by Rock Hill Capital Group.
  • Represented a Houston-based industrial tank cleaning business in connection with a $13 million refinance transaction with a senior commercial lender. Represented same company in a later $60 million majority recapitalization transaction with a St. Louis based private equity firm.
  • Represented a Houston-based de-watering company in connection with the sale of the business in a complex majority recapitalization transaction with a Houston based private equity firm.
  • Represented a Norwegian-based electric submersible pump designer and manufacturer in connection with a substantial investment in such company by a Houston based private equity firm for the expansion of the business into the United States.
  • Represented a plastic films and converted packaging products company in the sale of the company to a private equity purchaser.
  • 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.
  • Ongoing representation of a national manufacturer of heavy equipment in connection with its day-to-day legal functions, including negotiation of a long-term outsourcing of its parts distribution functions (warehousing, inventory management and transportation management) to a national third party logistics provider
  • Represented the owners of a Houston, TX-based hydro excavation and industrial vacuuming services company in the sale of all the membership interests of the company for $29.2 million.
  • Represented the shareholders of a Houston-based electronics manufacturing company in connection with its sale to a strategic purchaser.
  • 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.
  • Represented C&J Cladding LLC, a Houston-based leader in providing technical welding solutions and post weld heat treatment services to global oilfield equipment manufacturers, in connection with the sale of its business and assets to Ellwood Group Inc., a Pennsylvania-based manufacturer and supplier of high-quality, engineered, heavy metal products.
  • Successfully defended a manufacturer in a lawsuit brought by former employee claiming sexual harassment, hostile work environment and negligent hiring based on allegations that former employee’s supervisor made sexually explicit comments to her. The former employee’s claim of negligent hiring was premised on the allegation that the employer hired the supervisor who had a criminal record. The lawsuit raised novel issues relating to the exclusivity provision of the Texas Workers Compensation Act.
  • Represented a valve distributor with offices in the U.S., China, Holland and Singapore in connection with a $43 million recapitalization with a Connecticut-based private equity fund.
  • Represented a vessel-based water desalination company in connection with a $250 million private equity investment by two New York-based hedge funds.
  • Represented a manufacturer of storm fencing and related products in connection with an $8 million recapitalization with a Texas-based private equity fund.
  • Represented a Houston-based investor in purchase and disposition of five closed steel plant facilities from a large steel manufacturing company.
  • Represented a Houston-based specialty manufacturer of flood and wind protection products in connection with its recapitalization by a private equity firm.
  • Represented a Texas-based fiberglass products manufacturer in the strategic acquisition of a Montana-based fiberglass products manufacturer, including representation regarding acquisition financing.
  • Represented a Houston-based hydraulic generator manufacturer in the sale of its equity interests to a private equity group for approximately $10 million, including equity interests in the acquiring company.
  • Represented the owners of a Houston, TX-based hydro excavation and industrial vacuuming services company in the sale of all the membership interests of the company for $29.2 million.
  • Represented a Scottsdale, Arizona-headquartered company that manufactures, distributes and maintains traffic safety devices (red-light and speed cameras) in connection with a $58 million private equity investment, $40 million private equity investment and a $90 million syndicated senior credit facility.
  • Represented the shareholders of Virgo Valves & Controls Limited, a Pune, India-based manufacturer of ball valves and automation systems with facilities around the world, as lead counsel in connection with the sale of its shares to Emerson, a NYSE-listed global technology and engineering company.

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