Represented Temporary Administrator in multi-million dollar will contest involving multiple gifts to Houston based charitable organizations and museums.
Represented client in connection with the acquisition of approximately 1.1537 acres of improved property, including a building consisting of approximately 16,000 square feet.
Successfully represented a national accounting firm against claims brought by a departing partner. Successfully obtained a summary judgment ruling in arbitration that disposed of the departing partner’s largest claim. Following a hearing, the departing partner’s remaining claims were denied in their entirety and our client was awarded recovery of all attorneys’ fees and arbitration fees incurred in the matter.
Acquisitions, financings, and restructuring of multiple long-term acute care and skilled nursing facilities in Washington, D.C., including private/public partnership for short-term acute care facility
Sale of multistate, residential behavioral healthcare group to private equity fund for $130 million
Family limited partnerships and associated estate planning for various families
Key employee compensation packages including carried interests and other equity incentives
Tax deferred condemnation transactions
Like kind exchanges including multiple forward and reverse deferred exchanges of real estate and oil and gas interests
Timing of tax recognition for MUD reimbursement costs
Joint ventures involving historic owners, cash investors and developers for residential lot and commercial ventures
Realization of tax deferred long-term capital for historic land owners in lot development ventures using Bramblett structures
Tax aspects of ownership and financing of master planned communities including Long Meadow Farms, Gleannloch Farms, Caracol Coastal and Fulbrook on Fulsher Creek
Tax issues for aircraft owners including fringe benefit and personal use issues as well as state sales tax and property tax issues
Purchase of new Gulfstream G550 for African-based buyer financed with UBS Geneva for $54 million
Purchase of Citation Excel subject to United States criminal seizure claims, including court ordered protections for buyer
Cost sharing aircraft arrangements including joint ownership, dry lease, time share, and interchange arrangements
Purchase and sale of various executive turboprop and turbine aircraft for U.S. and foreign persons
Sale of OCTG distributor to a publicly traded Japanese trading company for $110 million
Sale of Houston-based metal heat treating business and associated testing lab to strategic buyer for $12 million
Sale of engineering services company to Canadian buyer
Sale of Petroleum Professionals International, LP’s (PPI) oil and gas offshore engineering and quality control businesses to Australian public company for cash and stock of US $145 million
Organization and capitalization of oilfield intellectual property development venture
Purchase of engineering and construction services company from non-US owner
Tax deferred sale of valve manufacturing company to strategic buyer for cash, notes and stock for $12 million
Redemption of 50 percent owner of composite down-hole drilling tool manufacturer as well as the acquisition, financing, and construction of new manufacturing facility
Sale of Flowchem, Ltd, a specialty chemical manufacturer, to Arsenal Capital Partners for $210 million
Sale of the stock of Grayson Armature, the largest electric motor facility on the Gulf Coast, to Sulzer Limited for $42 million
Sale of field gas fueled engine technology and manufacturing company
Sale of consumer goods manufacturing division to direct competitor, including staged diligence process to protect trade secrets
Sale of industrial water treatment company
New equity raise and related new tax structure for medical device manufacturer
Purchase of proprietary drilling additive manufacturing and distribution business.
Successfully negotiated non-suit of client through drafting and presenting an anti-slapp motion pursuant to the Texas Citizens Participation Act on behalf of an individual board member
Argued and successfully obtained summary judgment on all claims by a plaintiff that waged claims of breach of contract
Argued and obtained a dismissal for claims of employment discrimination
Obtained summary judgment on behalf of service center for the mentally handicapped for claims brought by the plaintiff that violated both Texas and Federal laws
Obtained summary judgment on behalf of Homeowner’s Association for claims of breach of contract, diminution of value, and breach of fiduciary duty owed to plaintiff
Represented an affiliate entity of client in connection with the sale of approximately 2.36 acres of raw land in Montgomery County, Texas, to be developed into a car wash.
Represented an affiliate entity of client in connection with the acquisition of 110 platted, but undeveloped lots located in Huffman, Harris County, Texas.
Ongoing representation of a private equity backed company in the workforce third-party administrator and toxicology lab business in multiple acquisitions in furtherance of their growth by acquisition strategy. Represented client in over 20 asset and equity acquisitions in the past 3 years.
Represented landlord in the lease of a 14,500 square foot school facility in Houston.
Represented a healthcare entrepreneur in purchasing health food franchises.
Represented purchaser in the purchase of the assets of a railcar cleaning and related services company.
Represented regional sponsor and developer of freestanding emergency departments in multiple capital raises through private placements under Regulation D of the Securities Act of 1933.
Represented local real estate entrepreneurs in the formation and capitalization of an investment fund through private offerings under Regulation D of the Securities Act of 1933 to acquire income producing retail centers developments.
Represented a Houston-based technology company in connection with a majority recapitalization with a private equity firm.
Represented the seller in the sale of a mixed use office building.
Represented an international company in a multi-part transaction that included an investment in a domestic company, an option to purchase all of the equity, transfer of real property, and an option to lease a portion of the real estate owned by the local company.
Represented the borrower in a $48 million refinancing of a mixed-use office building.
Represented the borrower in a $65 million refinancing of the retail component of a mixed-used development.
Represented affiliated seller entities in the sale of an industrial waste and environmental services business to a strategic buyer with rollover equity and other purchase price consideration in excess of $50 million through a series of complex transactions.
Represented affiliated seller entities in the sale of a fabrication and millwork business to a subsidiary of a publicly traded strategic buyer.
Represented an insurance administration and enrollment services company in the sale of substantially all of its assets to a strategic buyer for a purchase price of approximately $26MM.
Representation of local real estate entrepreneurs in formation and capitalization of $13 million pooled investment fund to acquire income producing real properties.
Ongoing representation of start-up technology company in connection with its formation and capitalization of $32million for the purpose of developing an online platform for same day delivery industry.
Represented an online learning management company in connection with the merger with a sales training software company.
Represented a Houston-based investment company in formation and capitalization of a fund having raised in excess of $3 million though a private offering under Regulation D of the Securities Act of 1933.
Ongoing representation of a private equity backed company in the workforce third-party administrator and toxicology lab business in multiple acquisitions in furtherance of their growth by acquisition strategy.
Represented the Seller in the $6.2M sale of a point-of-sale and other restaurant and entertainment technology service business to a strategic buyer.
Represented a company engaged in the business of providing full truck load (FTL) and less than truck load (LTL) freight hauling in the acquisition of the LTL freight hauling assets and business of another national trucking and freight hauling business.
Represented a private company focused on midstream development, operations, and acquisitions, in the formation of a joint venture with a large credit investment platform; following the formation the Joint Venture purchased all of the membership interests and related inventory of the owner and operator of a liquefied propane gas storage distribution and marine terminal in New Hampshire and acquired a midstream facility in Rhode Island for a $30 million development.
Over the last three years, I have closed 12 asset or equity acquisition transactions representing a private equity backed drug and alcohol testing corporation in its aggressive acquisition strategy to quickly increase its overall market share of the workplace safety solution and third party administrator business in North America.
Represented a healthcare corporation in the sale of 15 micro hospitals to Saint Luke’s Health System in Kansas City and St. Vincent Hospital in Indianapolis, including sale of hospitals, negotiating assumption of $45 million of operating liabilities and $150 million of facility lease liabilities, and restructuring of over $80 million of debt.
Represented an oilfield service company as borrower/issuer in connection with the restructuring of their debt, including: payoff of the obligations of the Company to its senior creditor at a substantial discount; negotiation of three separate financings from three different sources, with the proceeds used to fund the payoff to the senior creditor; settlement of the obligations of the Company to its investment banker; preparation of a private placement memorandum and related documents with respect to the Series A and Series B Preferred Stock of the Company; and the sale of the Company’s subsidiary with the proceeds used toward the repayment of the senior creditor.
Represented a residential subdivision developer and homebuilder of the acquisition and development of raw land and developed lots in the Houston, Austin, San Antonio and Dallas/Fort Worth building markets to provide additional housing options to suburban communities.
Represented United Kingdom-based private equity group in its acquisition of substantially all of the assets of a Houston-based oil and gas services company.
Represented a client in the purchase of the outstanding membership interests of an outdoor lighting company, including the negotiation of the bank financing of $23 million, amendment of the existing bank agreements, the design of a tax deferred structure to minimize current tax impact and allow a step up the basis in the companies’ assets and recovery of a portion of the purchase price through increased depreciation deductions
Represented a private accounting advisory firm in the sale of all of its assets to a leading global professional services firm, and subsequent employment of the principal owners as managing directors.
Represented a private equity backed oil-and-gas services company with a Brazilian subsidiary in the sale of its shares to an aggressive strategic acquirer of oil-and-gas service companies.
Represented the sale of all of the outstanding membership interests of the Company to a private equity fund and the rollover of a portion of the ownership in the Company held by management into the owner of the buyer, marking a successful exit by the Company’s private equity investor and a successful monetization by management of their 75% ownership interest of the Company
Represented a technology development company in a 3-part transaction, including the sale of specific intellectual property assets to a one buyer, distributing stock of an affiliate to its members and in the sale of all of the company’s remaining assets to a portfolio company of a private equity fund.
Represented the existing entity in an equity investment and reorganization in conjunction with a $20,000,000 loan commitment from a private equity investor into a business specializing in the purchase, sale and rent-to-own of residential storage buildings, carports, gazebos and other manufactured structures.
Represented the private company in connection with a merger into and stock exchange with a publicly traded company.
Represented the seller in the $50,000,000 acquisition of a business specializing in providing nitrogen gas and other related services to customers in the oil and gas industry.
Represented the borrower in a senior loan comprised of an $11,300,000 term loan and a revolving loan not to exceed $2,000,000 as well as a subordinated non-revolving $5,000,000 loan by a national veterinary medical service provider.
Represented the purchaser of an Eclipse EA-500 jet aircraft for $850,000.
Represented the borrower in a $38,000,000 senior term loan and a revolving loan not to exceed $7,000,000 to a company that provides products relating to the exploration and refining of oil, including traveling blocks, rotary tables, swivel joints and pressure gauges.
Represented the existing entity in an equity investment and reorganization in conjunction with a $20,000,000 loan commitment from a private equity investor into a business specializing in the purchase, sale and rent-to-own of residential storage buildings, carports, gazebos and other manufactured structures.
Represented the purchaser in the $6,800,000 acquisition of a business that specializes in the manufacturing and sale of aftermarket shale shaker screens for use in the oil and gas industry.
Represented the purchaser in the $1,800,000 acquisition of a business specializing in providing offshore oil and gas engineering services.
Represented the borrower in a senior loan comprised of an $11,300,000 term loan and a revolving loan not to exceed $2,000,000 as well as a subordinated non-revolving $5,000,000 loan by a national veterinary medical service provider.
Represented the borrower in a $38,000,000 senior term loan and a revolving loan not to exceed $7,000,000 to a company that provides products relating to the exploration and refining of oil, including traveling blocks, rotary tables, swivel joints and pressure gauges.
Represented the seller in the $13,500,000 acquisition of a business specializing in providing wireless broadband and internet services.
Represented the private company in connection with a merger into and stock exchange with a publicly traded company.
Represented the seller in the $50,000,000 acquisition of a business specializing in providing nitrogen gas and other related services to customers in the oil and gas industry.
Represented a strategic buyer in a transaction to acquire the equity interests of a company operating one of the largest T-Mobile Premium Retailer networks in the U.S., as well as representing the strategic buyer in its efforts to acquire senior debt financing to fund approximately $50 million of the purchase price, as well as in a related private offering to raise approximately $37 million of the purchase price.
Represented client in connection with the acquisition of approximately 500 acres in Montgomery County, Texas, and in connection with the subsequent sale of right-of-way frontage to a commercial developer. Transaction included negotiation of terms for a land swap with a municipality in connection with construction of new municipal facilities, as well as development and financing agreements with newly formed in-city municipal utility districts.
Represented a startup in the bio algae industry in a dispute with a member and former manager of the LLC. Both sides sough injunctive relief on behalf of the LLC, each claiming to independently control the company, and filed simultaneous lawsuits in federal court for patent infringement and securities violations. The parties reached a creative and favorable settlement agreement which involved the drafting of a new company agreement, consulting agreement, and other corporate documents to protect the interests of the company’s investors.
Represented an international distributor of petrochemical decontamination products in the termination of an employee who had misappropriated proprietary and trade secret information, shared that information with a competitor, and attempted to divert ongoing customer relationships from the company. Counsel from Houston, Italy, Qatar, and Thailand worked together to draft termination documents to the employee and notice letters regarding post-employment obligations to the competitors and customers which complied with relevant laws in all four countries.
Represented an international petrochemical services company in a dispute with a former contractor involving the contractor’s entitlement to post-termination commissions.
On behalf of a major Texas-based insurance agency, drafted a successful brief in support of a temporary injunction. The court granted the injunction and prohibited the former employee from using confidential information the employee had removed from the agency’s computer system to operate a competing business.
Represented Kirby Grove Lofts Venture, LLC, an affiliate of Midway, in the refinancing of the Avenue Grove multifamily development. The Lender was Wells Fargo.
Represented Elite Street Capital Waterstone Equity DE, LLC, in a debt refinance of apartments in Baltimore County, Maryland. The Lender was The Federal Home Loan Mortgage Corporation (Freddie Mac) and the Loan Servicer was Greystone Servicing Company, LLC.
Represented Midway in the refinancing of their construction loan into permanent financing for the 100 Park multifamily development at Century Square in College Station, Texas.
Represented a minority owner of a food processing business in connection with the sale of that ownership interest to another owner of the business.
Represented a designer, developer and producer of antenna systems and radio frequency circuits in the sale of its capital stock to an Irish based technology company.
Represented the owners of Kingsley Constructors, Inc. (“Kingsley”) in the sale of all of the stock of Kingsley to MasTec.
Represented a residential subdivision developer in the acquisition of an approximately 88-acre tract of land in Collin County, Texas, and drafted and negotiated the development and construction agreements, off-site easements and related agreements, and public improvement district restrictions and documentation.
Assisted national wholesaler of products and services for the multi-family apartment industry acquire a San Diego based company for $7.5 million.
Represented Better Bags, Inc. (a distributor of plastic bags used in the supermarket industry) in the sale of substantially all of its assets to Hercules Poly, Inc.
Represented of national home builder in the acquisition of an approximately 80-acre tract of land in Harris County for development as a residential subdivision community, and negotiation of associated conveyance documents, land bank documents, development agreements with adjacent land developer, and financing and reimbursement agreements with the Municipal Utility District.
Assisted with the corporate reorganization of a billion dollar enterprise, including the amended and restated of over 180 limited partnership agreements and limited liability company agreements.
Represented the seller of all stock in a electrical process heater corporation in a two tranche closing, with the first closing valued at approximately $25,000,000 and the second closing value being determined in 2021 based on a multiple of the company’s EBITDA. Drafted the disclosure schedules, restrictive covenant agreements, corporate consents, secretary certificates and funds flow spreadsheet.
Represented the buyer of a local residential remodeling business. Responsible for the transaction from inception to close, including the drafting of all documents and negotiation with the seller.
Represented the seller of an orthodontic practice in Houston, Texas. Handled revisions to the asset purchase agreement, clearing of all encumbrances and drafting of disclosure schedules.
Represented the buyer of the assets of a computer forensics business, including the review of due diligence materials, preparation of disclosure schedules and drafting and revision of ancillary documents.
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.
Represented the seller of twenty-seven (27) franchises and locations of a national burger fast food restaurant with a purchase price of approximately $65,000,000. Active in day to day management of the transaction, drafting of the asset purchase agreement and other ancillary documents, reviewing and responding to the objections to the title commitment and responsible for obtaining all landlord consents and estoppel certificates.
Represented the buyer in the purchase of two ground lease locations of a national chicken fast food restaurant in Houston, Texas, with each purchase valued at approximately $2,000,000. Handled the transaction from inception to close and served as primary point of contact for the client.
Represented the buyer of a national chain of dollar stores in Harris County, Texas. Responsible for drafting ancillary documents, due diligence regarding the property and handling the closing.
Represented the buyer in the purchase of several tracts of land in Polk County, Texas. Responsible for the review of due diligence materials and surveys, drafting of corporate consents, closing statement and other closing documents, and handling the closing.
Represented Houston-based Welcome Group in the contribution of its portfolio of real property to a newly-formed joint venture with New York-based Almanac Realty Investors, which committed $300 million in growth capital to the new venture.
Assisted national wholesaler of products and services for the multi-family apartment industry acquire a San Diego based company for $7.5 million.
Obtained defense verdict in the representation of a corporation being sued in a wrongful death action and the corresponding probate matters arising out of that dispute.
Obtained a plaintiffs verdict in upholding a tax planned will for the beneficiaries in a will contest lawsuit.
Represented executor and named beneficiaries in a $15 million estate regarding the division of assets including various trusts and family partnerships.
Represented executor and head of a charitable foundation in litigation involving multiple assets and the divisions of multiple tracts of valuable real estate.
Represented named beneficiary and daughter of a major steel manufacturer in obtaining multi-million dollar settlement of her father’s estate.
Represented individual trustee in actions involving multiple beneficiaries of a multi-million dollar trust holding numerous assets including stock in a privately held company.
Obtained multiple defense verdicts in favor of numerous Texas grocery store chains in actions against the State of Texas for violations of contracts to deliver food services under the Woman Infants and Children’s Program in Texas.
Represented an energy company in litigation with foreign governmental entities and companies over contract dispute, tortious interference and breach of fiduciary duty.
Obtained a defense verdict for a bank and its holding company in a shareholder suit.
Represented a Texas-based energy company in numerous contractual disputes over environmental reporting.
Represented a Texas-based energy company in numerous contractual disputes over environmental reporting.
Texas counsel for Houston-based construction company on numerous matters including contract litigation.
Represented several large corporations and individuals in matters involving various contractual and business tort disputes, including fraud, misrepresentation, breach of fiduciary duty, and breach of contract.
Represented several large corporate fiduciaries in their respective roles as trustees, executors, and/or administrators of trusts and estates as well as individuals in guardianship proceedings and various lawsuits related to wills, trusts, and estates.
Served as Temporary Administrator over estates holding multiple assets including stocks, cash, valuable real estate, and oil and gas.
Represented several large corporate fiduciaries in their respective roles as trustees, executors, and administrators of estates in both contested lawsuits and administrative matters related to wills, trusts, and estates.
Represented clients in all types of contested probate, trust and fiduciary litigation through trial, summary judgment, and mediation.
Represented several large corporations and individuals in matters involving various contractual and business tort disputes, including fraud, misrepresentation, breach of fiduciary duty, and breach of contract claims through trial, summary judgment, and mediation.
Represented grocers in administration disputes with the State of Texas through trial at the administrative level.
Represented a national bank in the foreclosure and sale of several properties.
Successfully defended a property management company with communities across Texas in a repair and remedies case brought by a tenant.
Participated in representation of employer in employment discrimination case involving alleged sexual harassment, retaliation, and invasion of privacy.
Handled Public Information Act requests for a private university’s police department.
Represented national insurance carrier in multiple negligence cases, each case resulting in a favorable ruling or successful pretrial settlement.
Represented a client in connection with a structuring investment entity and subsequent acquisition of oil and gas leases, covering 50,000 acres within Montana (Bakken Shale).
Represented a private drilling contractor in connection with divestiture of 12 drilling rigs.
Represented a private exploration and production company in connection with divestiture of approximately $105,000,000 of working and non-working interests in oil and gas wells located in East Texas.
Represented a private Measurement-While-Drilling company in a $197,500,000 merger with a public special purpose acquisition company.
Represented a private rig communications company in a $23,500,000 equity sale to a Norwegian private equity fund.
Represented a private core pressure analysis company in a $65,000,000 sale to a subsidiary of a public energy services company.
Represented a private oilfield equipment rental company in a $85,000,000 stock sale.
Represented a private company in connection with the acquisition of a Michigan and Oregon cell tower portfolio (28 towers) from a subsidiary of a Fortune 50 telecom company.
Represented a software company in development, licensing and management of broadband trading platform software for a commodity trading subsidiary of a Fortune 50 power and pipeline company.
Represented a private elevator manufacturing company in connection with a $36,000,000 asset sale to a publicly-traded Swedish industrial manufacturing company.
Represented an international drilling contractor in connection with structuring and negotiating rig ownership and drilling operator joint ventures in Libya, Kuwait and Nigeria.
Represented a specialty drill bit manufacturing company in a $37,000,000 merger transaction.
Represented a U.S. subsidiary of a publicly-held Danish company in connection with a $768,000,000 acquisition of a Swedish manufacturing company.
Represented a portfolio company of a Norwegian private equity fund in a $10,000,000 acquisition of a private UK video technology company.
Represented a telecom platform software company in Series A and Series B rounds in connection with an aggregate $26,000,000 equity capital raise.
Represented a domestic drilling contractor in connection with $120,000,000 financing and acquisition of oil and gas drilling rigs.
Represented numerous entities in connection with financing and acquiring gas pipelines and gathering and processing facilities.
Represented purchaser in connection with acquisition of retail properties
Represented local landlord in negotiation and preparation of various retail leases with both national chains and local businesses
Represented tenant company in negotiation and preparation of office leases for branches statewide, including the Dallas-Fort Worth, Houston, and South Texas metroplexes
Won summary judgment dismissing a Texas Uniform Fraudulent Transfer Act suit filed against a Texas-based, public accounting and advisory services company in which the plaintiff alleged our client was the wrongful recipient of over $1.8 million worth of client information and company goodwill. Entire case dismissed on summary judgment.
Ongoing representation of a Chinese based company in connection with its international expansion strategy for export of agricultural related products (including capital raises and restructure transaction in anticipation of capital raises).
Representation of a medical group in connection with the organization and capitalization of an entity for physicians to invest proceeds and negotiation of a subsequent joint venture with a major hospital system to open and operate a new freestanding emergency and urgent care facility.
Representation of an oil and gas related company in connection with its capital raise through a private placement under Regulation D of the Securities Act of 1933.
Represented a Houston-based entrepreneur in connection with the strategic restructure of personal investments in over 60 entities involving land development, retail, private equity, specialty finance, oil and gas, industrial and build-to-suit.
Represented oil and gas firm in the acquisition of several related oil and gas related technology businesses.
Represented Integra Realty Resources – Houston and IRR-OC (real estate appraisal and services companies) in the sale of their businesses to Jones Lang LaSalle (JLL).
Representation of the developer of a multi-phase, mixed-use, urban infill development in Houston.
Representation of a developer and operator of multi-unit residential facilities.
Represented a North American midstream energy logistics and infrastructure company in connection with securing a long-term ground lease covering approximately 75 acres of unimproved land for the development and operation of a rail terminal.
Represented the developer of a 30-acre mixed use development in College Station, Texas, including multifamily, hospitality and retail components.
Preparation of condominium declaration and related governance documents for mixed-use condominium project in Houston.
Represented developer in drafting subdivision restrictions and related property owner association governance documents.
Represented real estate developers in the acquisition of raw land for residential construction.
Pursuing claims on behalf of a Houston-based drilling company for breach of fiduciary duty against its former attorney. The attorney overcharged for its services by marking up third-party expenses and misrepresenting the work performed in its billing statements.
Pursuing claims on behalf of a Texas-geoscience company against a crime insurance policy carrier. A former employee defrauded the company by stealing more than $2 million worth of iPhones and Blackberries. The carrier denied coverage under a commercial crime policy.
Pursuing claims on behalf of a shopping mall developer in The Woodlands, Texas, for breach of a commercial lease. The unsuccessful tenant abandoned the property and attempted to terminate the lease on the basis that the landlord did not provide sufficient parking.
Pursued claims on behalf of a developer for breach of a contract following its attempt to purchase a piece of real estate. The client executed an agreement to purchase the property with an agent for the seller, but was then informed that the property’s tenant had exercised its right of first refusal to purchase the property. Our client subsequently learned that the seller backed out of the sale with the tenant and our client sought to enforce its original purchase agreement. The seller argued that the agent who brokered the deal did not have authority to execute the agreement with our client. The parties settled the lawsuit on favorable terms to our client.
Defending a technology managed services firm against claims for breach of a commercial lease. Pursuing counterclaims against the landlord for constructive eviction because the client was forced to abandon the lease as a result of recurring roof leaks. The roof leaks caused mold and mildew to grow and prevented employees from being able to work from the office.
Represented the buyer of a privately-owned golf course in Austin County, Texas.
Represented the borrower in a $65 million refinancing of the retail component of a mixed-used development.
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 a national retailer in connection with a $280 million credit facility secured by borrower-owned locations.
Negotiated disposition of trust funds, and dismissal of all claims asserted in Texas state district court, against out-of-state loan servicing company in connection with dispute over commercial borrower’s assignment of consumer loans pledged as collateral for commercial loan transaction.
Representing innovative litigation finance platform in dispute pending in state district court that arose between attorney borrowers and lender over on-platform transaction, and in multi-million dollar dispute pending in commercial arbitration with lender over collapsed business relationship.
Obtained summary judgment on all claims asserted by commercial landlord following material breach and termination of commercial real estate lease.
Represented a private equity purchaser of a controlling interest in an oilfield trucking business located in California.
Represented an owner of a lighting poles and standards manufacturing business in the acquisition of outstanding partnership interests from the remaining owners.
Represented the owner and operator of bulk storage facilities in the acquisition of a 430,000 barrel storage facility and terminal and the acquisition of approximately 220 acres of undeveloped real property for future development.
Represented a provider of VoIP voice and data services in the merger with a value added retailer of VoIP services in another market.
Represented the minority owner and operator of free standing emergency centers in the sale of the membership interests to a national hospital operating company.
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 Integra Realty Resources – Houston (a real estate appraisal and services company) in the sale of its business to Jones Lang LaSalle (JLL).
Represented regional sponsor and developer of free standing emergency departments in connection with a consolidating restructure transaction in anticipation of a sale of the consolidated enterprise.
Represented regional sponsor and developer of free standing emergency departments in multiple capital raises through private placements under Regulation D of the Securities Act of 1933.
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.
Represented private equity backed company in the workforce third-party administrator and toxicology lab business as lead merger and acquisition counsel in multiple acquisitions in furtherance of their growth by acquisition strategy.
Representing a real estate trust that owns, develops, and operates shopping malls in various capacities. Representation includes addressing, bonding around, and invalidating materialmen and mechanics’ liens and resolving disputes with tenants over fees, leasing payments, nuisance allegations, and more.
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.
After a client, a technology developer and implementer, terminated one of its regional managers for performance issues, the employee sent a demand letter for bonus and other severance payments allegedly owed under his employment agreement. Although the employee was initially poised to sue the client, quick action, strong legal strategy, and adept negotiations completely disposed of the demands without the need for settlement or litigation.
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 commercial lender in lawsuit brought by a borrower relating to an allegedly defective mobile home. The lender was dismissed from the lawsuit after BoyarMiller identified and successfully moved to enforce an indemnity agreement between the lender and the mobile home manufacturer.
Developed, on behalf of financial institution, a strategic roadmap for handling borrowers’ requests for information in compliance with the Real Estate Settlement Procedures Act (“RESPA”) and other applicable law.
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.
Represented a developer in connection with the acquisition of raw land and development of stand-alone acute and emergency care medical facilities throughout Texas.
Representation of a developer and operator of multi-unit Alzheimer’s residential facilities
Representation of a startup developer/operator of acute care micro-hospitals throughout the Midwest in connection with: • Initial organization • Two series of friends and family fundraising • The negotiation of several hospital system joint ventures • A private equity investment by a Dallas-based private equity firm • Bank credit facility • The formation of physician staffing company subsidiary • Acquisition and development of real estate • Employment and HR matters
Representation of a Texas-based 24-hour emergency medical care company in connection with a private equity investment by Austin Ventures and the development of joint ventures with non-profit hospital systems in San Antonio, Dallas Ft. Worth and Austin, Texas and Denver, Colorado for the development of 20+ micro-hospitals
Represented 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.
Defending oilfield inspection company in an FLSA overtime lawsuit relating to the classification of its inspectors as exempt employees.
Represented volunteer fire department in lawsuit brought by group of employees alleging failure to properly calculate and pay overtime.
Represented oilfield equipment rental company in FLSA lawsuit alleging the company’s practice of paying its operator employees a salary plus a day rate and bonus failed to properly compensate non-exempt employees for overtime hours worked.
Represented waste removal and disposal company in FLSA lawsuit brought by group of employees alleging the company improperly used a day rate of pay resulting in the failure to properly compensate the company’s laborers for overtime hours worked.
Representing employers in various industries relating to the development of policies and procedures for determining contractor/employee classification and exempt/non-exempt employee classification.
Represented tow-truck company in an investigation brought by the United States Department of Labor relating to the company’s classification of its tow-truck drivers as independent contractors rather than non-exempt employees and its failure to compensate the contractors for overtime pay.
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.
Represented non-profit developer in development agreement and long term ground lease with City of Houston for development of Midtown Arts and Theater Center Houston (“MATCH”), a 1-block theater and flex space facility for visual and performing arts, and related office and rehearsal space for rent to emerging non-profit arts groups, including a multi-year grant agreement with Houston First Corporation, tax rebate agreement with City of Houston and adjacent for-profit developer, long-term parking easement in adjacent developer’s parking garage, and representation on construction contract issues.
Successfully represented mixed-use real estate developer in claims for breach of contract, breach of warranty and construction defect against its former general contractor involving substantial water infiltration in two luxury apartment buildings.
Representing Houston-based real estate developer in Texas state court action involving claims for breach of contract and declaratory judgment related to a retail anchor-tenant’s breach of its lease and the resulting delay in funding and construction of a sizeable mixed-use commercial retail development.
Represented 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.
Obtained an emergency motion for protection in federal court on behalf of a non-party where non-party had been subpoenaed to produce voluminous records and communications between the non-party and the non-party’s former and present clients. The emergency relief obtained completely relieved the non-party’s clients from complying with the subpoenas.
Negotiation of Chapter 380 and development and reimbursement agreements with various utility districts and private water and wastewater service providers.
Represented the purchaser of waterfront property adjacent to the Port of Texas City from a subsidiary of Dow Corning.
Preparation of restrictive covenants for master-planned mixed-use communities in Dallas-Fort Worth region, including various subordinate restrictive covenants and condominium documentations.
Represented a Texas-based home builder in AAA arbitration against construction defect claims made by a home buyer.
Represented a regional shopping mall developer in a Landlord/Tenant dispute.
Represented medical services professional in wrongful termination matter involving unique issues of disability, perceived disability, and failure to accommodate under the ADA and ADAAA.
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.
Successfully settled a theft of trade secrets case in which a former employee downloaded the entire contents of his former employer’s cloud-based information system to several different electronic devices just prior to giving notice of his resignation. In this dispute, former employee left a geosynthetic lining company to work for a competitor performing a substantially similar role in the same geographic region. Obtained a temporary restraining order and temporary injunction enjoining the former employee from using any of his former employer’s confidential information while working at the competitor. Through the pendency of the suit, conducted an electronic forensic review of the former employee’s electronic devices and cloud-based storage systems discovering evidence of spoliation. After a spoliation motion was filed, the matter was successfully resolved.
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 professional services firm in a gender discrimination, harassment, and retaliation dispute brought by a former employee alleging sexual harassment and hostile work environment. Successfully avoided a lawsuit through pre-suit mediation with the Equal Employment Opportunity Commission. The dispute involved unique issues relating to outside-the-office conduct and text-messaging.
Represented a California-based construction and retail real estate development, re-development, and renovation company in a multi-state dispute concerning the use of its name by a former shareholder. A resolution was obtained shortly after filing a lawsuit seeking a temporary restraining order, temporary injunction, and permanent injunction.
Defended two Montgomery-area physicians against claims by their former employer. The former employer, a Conroe-area hospital, alleged the physicians breached a noncompetition and nonsolicitation agreement when they left to open their own practice. Successfully defended the physicians against the former employer’s efforts to obtain an injunction. The case settled soon after the court denied the former employer’s request for an injunction.
Defended two Conroe-area physicians against claims by their former employer. The former employer, a Conroe-area hospital, alleged the physicians breached a noncompetition and nonsolicitation agreement when they started their own family practice. The hospital also claimed the physicians breached fiduciary duties of loyalty by unfairly competing with the hospital. The trial court denied the hospital’s request for a temporary injunction, allowing the physicians to continue serving their patients and the Conroe area. The case settled soon after the denial of the temporary injunction.
Representation of a Houston-based veterinary practice in its sale.
Representation of a revenue cycle management company in its initial organization and ongoing corporate needs.
Representation of a memory care facility in connection with its initial organization and round one capital.
Representation of a developer and operator of multi-unit Alzheimer’s residential facilities
Representation of a startup developer/operator of acute care micro-hospitals throughout the Midwest in connection with: •Initial organization •Two series of friends and family fundraising •The negotiation of several hospital system joint ventures •A private equity investment by a Dallas-based private equity firm •Bank credit facility •The formation of physician staffing company subsidiary •The formation of billing and collections subsidiary •Acquisition and development of real estate •Employment and HR matters
Representation of a Texas-based 24-hour emergency medical care company in connection with a private equity investment by Austin Ventures and the development of joint ventures with non-profit hospital systems in San Antonio, Dallas Ft. Worth and Austin, Texas and Denver, Colorado for the development of 20+ micro-hospitals
Representation of the developer of a multi-phase, mixed-use, urban infill development in the negotiation of the underlying development services agreement and the negotiation of a long-term lease agreement with a regional grocer as the key tenant for the first phase.
Represented an oil and gas processing company in the sale of 44 acres of property along with related operating assets in Baytown, Texas, to a newly-formed portfolio company focused on purchasing and developing refined-products logistics and processing assets.
Represented a global downhole well intervention company in suit filed by drilling company after drilling tools became stuck in well. Drilling company sought damages for recovery expenses, contractual damages and lost revenue based on the allegation that client’s tool malfunctioned and caused the incident. Obtained a favorable settlement in which plaintiff dismissed its suit and client paid no damages.
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.
Representing an employer to enforce a non-competition agreement against a former employee.
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.
Won a unanimous jury verdict for one of Houston’s oldest title insurance agencies in a dispute with its landlord for breaching an exclusive use clause in the client’s lease. After a week in trial, the jury awarded the client a judgment for its damages, including attorney’s fees.
Won a unanimous jury verdict for a homeowner against a designer hired to provide interior design services. Although the client paid the designer for several decorative pieces, the designer failed to purchase the items and then refused to return our client’s money. The designer filed a counter-claim for the amount of money he alleged was still owed under the terms of the parties’ agreement. The jury rendered a verdict in favor of our client finding that the designer breached their agreement.
Won a jury verdict for an independent oil and gas exploration company for damages to one of its production platforms in the Gulf of Mexico. After a week-long trial, the jury awarded damages that were caused by another oil company’s crew boat running into the platform.
Successfully represented a Fortune 200 client in an arbitration hearing that upheld the termination of an employee with a disability who claimed he was the victim of discrimination. The employee, who suffers from attention deficit-hyperactive disorder (ADHD), filed a lawsuit under the Americans with Disabilities Act (ADA) claiming his disability prevented him from meeting performance goals set by the company and he should receive a reasonable accommodation to be exempt from the performance standard. The company and employee engaged in an interactive process and the employee was allowed to request his own accommodation. The employee requested additional one-on-one training, which was provided and he was given an opportunity to improve. He was not terminated until his performance declined. The arbitrator determined that the termination was valid and not discriminatory.
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.
Won a unanimous jury verdict for an owner of a hotel against a large group customer who canceled a series of contracts claiming the hotel’s service has diminished. The customer preemptively sued the client. Counter-claims were filed on behalf of the client and, at trial, the customer’s claims were dismissed via directed verdict. The jury rendered a verdict in favor of the client finding that the customer breached the contracts.
Won a summary judgment for a popular local restaurant in a lawsuit filed by a competing restaurant in the same shopping center. The plaintiff sued the client in an effort to shut down their operations claiming certain lease covenants were being violated. The competing restaurant alleged it was a third-party beneficiary to the client’s lease with the center’s landlord. After briefing the issues to the trial court a summary judgment was granted dismissing all of plaintiff’s claims within four months from the date the lawsuit was filed.
Won a multi-million dollar arbitration award on behalf of the owners of a software company against an oilfield services company who purchased their company. The claims and recovery related to misrepresentations made during negotiations and execution of a stock purchase agreement. After 15 days of evidence, the three-member panel ruled unanimously in favor of our client.
Won a unanimous jury verdict of $1.3 million on behalf of two former partners of an accounting firm based on the accounting firm’s failure to pay amounts owed to the partners following their separation from the firm, including amounts owed to them for the repurchase of their shares of stock in the accounting firm. The jury also unanimously rejected a counterclaim filed by the accounting firm in which the firm sought more than $750,000 in damages based on alleged breaches of non-compete provisions, confidentiality provisions, and buy-sell provisions of the partners’ employment agreements which would have required the former partners to pay the firm for any clients that left with the former partners.
Represented the founder and owner of a steel processing facility in the sale of substantially all of the assets of the business and lease of the related real property to a national steel distribution company.
Represented the founders of a privately owned mortgage origination and servicing business in the exercise of an option to sell a portion of their remaining interest in the company after a majority interest was acquired by an independent investor.
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 founder and owner of a residential home engineering and inspection service company in the sale of a controlling interest to a private equity controlled entity.
Represented foreign investors in the acquisition of outstanding minority interests in a proprietary pipe coating joint venture including negotiation of access rights over adjacent real property and licensing agreements for proprietary technology.
Represented management in the acquisition of a certain real estate and the outstanding equity interests in an injection molding and precision machining business from a private equity owner.
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 diesel fuel blending and distribution terminal and related truck transportation operation in the restructure of outstanding indebtedness and equity ownership interests.
Represented the minority owners and operators of a multi-location fast casual food franchise in the transfer of majority ownership from one private equity owner to another private equity owner and the restructure of operating lines of credit.
Represented the owners of a horizontal boring business in partial recapitalization and debt restructure.
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.
Obtained a restraining order and temporary injunction against a company attempting to compete in violation of a non-competition agreement signed in a purchase agreement. The client had purchased the business from the opposing side and included a non-competition agreement. The opposing side then tried to set up a competing company using other individual’s names in the competing company’s organizational documents. After the temporary injunction was granted, a settlement was reached which removed the competitor from the market.
Won an arbitration award on behalf of a custom home builder against its customer for breaching the construction contract and wrongfully withholding draw payments. After a week-long arbitration hearing, the client was awarded its past due draws, attorney’s fees and arbitration costs.
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.
Served as lead counsel to 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.
Represented the City of Austin in the acquisition of a golf course for municipal use.
Represented local entrepreneur in the acquisition of an online, investigative and rumor-based publication in the financial sector.
Represented shareholder in buyout of remaining shareholder in the commercial paving industry.
Represented the developer of master-planned communities in the purchase of raw land for residential construction.
Successfully defended a client with over 4,000 employees in more than 15 different discrimination lawsuits including, but not limited to, claims of age, race, religion, and disability discrimination.
Won an appeals court decision upholding a summary judgment awarded in favor of a client relating to a breach of a settlement agreement. The opposing party claimed that provisions of the settlement agreement were unenforceable because they violated the Texas usury laws. The trial court granted summary judgment finding the usury laws were not implicated and awarded attorney’s fees to the client. The trial court’s ruling was upheld on appeal.
Won an appeals court decision upholding a summary judgment awarded in favor of a business client. The underlying claims related to whether the client had properly exercised the renewal option in its commercial lease. The trial court granted summary judgment finding the renewal was properly exercised and awarded attorney’s fees to the client. The trial court’s ruling was upheld on appeal.
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 temporary injunction to remove a company officer who was stealing from the company. The representation included counseling a group of minority shareholders who obtained sufficient written consents to restructure the board of directors and then elect new officers to remove the CEO who had the company’s intellectual property assigned to himself. After the temporary injunction was granted an agreement was reached that returned the intellectual property to the company.
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.
Successfully defended a hospital system in a qui tam action alleging Medicare and Medicaid fraud under FCA. Representation included working with DOJ who declined to intervene and then successfully defending the underlying lawsuit against the qui tam Relator.
Represented a Houston-based provider of mudlogging services in a sale of its U.S. and Brazil-based assets and its equity interests in 4 foreign subsidiaries (domiciled in Singapore, Thailand, Hong Kong and Malaysia) to a UK-based private equity fund.
Represented a Houston-based engineering and construction firm in the purchase of a welding and specialty machining business serving the oil and gas industry.
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.
Represented the owner of a Houston-based industrial pump services company in connection with the sale of all of the capital stock of the company to a Chicago-based private equity firm.
Represented Midway in a collaborative partnership with Texas A&M University, among others, in connection with the financing, development and pre-leasing of phase one of an approximately 60 acre multi-phase mixed-use project in College Station, Texas known as Century Square, which, once complete, will include two full-service hotels, office, retail, restaurants, entertainment, loft apartments and more.
Represented a Texas-based IT services and support company in connection with the divestiture of company assets to a global provider of IT business solutions.
Represented a restaurant and bar in defense of a claim under the Fair Labor Standards Act. The plaintiffs were former waitresses and bartenders claiming tip pool violations. The case was settled on favorable terms to the client after minimal discovery.
Represented a title company in defense of a claim under the Fair Labor Standards Act. The plaintiffs were assistant escrow officers claiming unpaid overtime. The case was settled on favorable terms to the client after minimal discovery and briefing on key legal issues.
Won a summary judgment on behalf of an independent geologist in a case brought by a working interest owner concerning acquisition and development of oil and gas leases. Claims included breach of contract, tortious interference with contractual relations and conspiracy. Plaintiff failed to consent to additional acreage under the Joint Operating Agreement and sued fellow working interest owners for almost $10 million in damages.
Won a summary judgment on behalf of an oil-field services company who was sued for allegedly misappropriating trade secrets from a competitor. When the client hired away the opposing side’s salesman it sued. Summary judgment was awarded when it was shown that the opposing side did not have a valid trade secret as a matter of law.
Won a summary judgment confirming a client’s rights to certain intellectual property under a license agreement that was deemed to be exclusive, perpetual and irrevocable. The other side claimed that the license agreement expired after a certain term, but information obtained during discovery disproved that theory.
Won a summary judgment that certain individuals lacked standing to sue a broker-dealer for investments made by entities owned and/or controlled by those individuals. The individuals claimed that they had a beneficial interest in the entities, but the court held that only the entities who purchased the securities could sue.
Successfully defended both a no-evidence and a traditional motion for summary judgment moving to dismiss all claims filed by a mixed-use real estate developer against its former joint-venture partner.
Represented various landlords and real estate developers in the negotiation of office and retail leases with national chains and local tenants.
Represented a Houston-based restauranteur in the strategic acquisition of a café and bakery concept.
Represented the portfolio company of a national private equity fund in the strategic acquisition of several manufacturers of drilling tools and perforation equipment.
Represented the Metropolitan Transit Authority of Harris County, Texas (METRO) in the acquisitions of right-of-ways along light rail routes and in the sale of right-of-ways along the Westpark Tollway corridor to the Fort Bend County Toll Road Authority
Represented a Midland, Texas-based company in the sale of their minority interest in an international pipeline composite liner manufacturer.
Represented the developer of a luxury hotel in downtown Houston in the acquisition and development of the property, including capital formation and construction financing.
Represented a Houston-based software developer in capital formation and general contract negotiations.
Represented a Houston-based general contractor in capital formation and senior debt facilities.
Represented oil and gas technology company in its recapitalization with existing investors.
Represented a private company in its acquisition of an oil and gas services company.
Represented United Kingdom-based private equity group in its acquisition of substantially all of the assets of a Houston-based oil and gas services company.
Represented parts distributor in the sale of substantially all of its assets.
Represented accounting firm in its divestment and acquisition of several businesses.
Represented private company seeking to raise $4 million to invest in luxury resort projects.
Preparation of condominium declaration and related governance documents for mixed-use condominium project in the City of Houston, Texas.
Represented a regional shopping mall developer in a lawsuit arising from a dispute with its general contractor on the expansion of its retail development; resulting in three (3) separate lawsuits involving claims by client/developer against the contractor for construction chargeback items, delay damages, and deductive change order work.
Represented a dentist and her practice against claims by another dentistry practice for tortious interference. The plaintiff alleged the defendant tortiously interfered with a noncompetition agreement it had with another local dentist by conspiring to solicit patients in violation of the agreement. Successfully obtained an early dismissal in exchange for a nominal settlement payment.
Defended two Montgomery-area physicians against claims by their former employer. The former employer, a Conroe-area hospital, alleged the physicians breached a noncompetition and nonsolicitation agreement when they left to work for another hospital. Successfully obtained a summary judgment that the physician noncompetition agreements were not enforceable because they did not contain a clause related to the continuing care of patients with acute illnesses. The case settled soon after the court granted the physicians’ motion for summary judgment.
Represented real estate developer in dispute arising from the seller’s breach of a contract for the sale of real estate. The seller executed the contract for sale to the developer, but refused to close the sale, claiming the agent that brokered the deal did not have authority to negotiate on its behalf.
Pursued claims on behalf of the owner of a Houston shopping mall for breach of contract and indemnity. A subcontractor sued the general contractor and owner for non-payment. The owner filed a separate lawsuit against the general contractor for indemnity and breach of contract for failing to pay the subcontractor.
Obtained summary judgment in bill of review proceeding initiated to vacate default judgment in state district court, which had been rendered without proper service of process on non-resident defendant under the Texas long-arm statute.
Obtained favorable decision from Texas Supreme Court on behalf of financial institution; petition for review was granted to reinstate a jury verdict denying liability for wrongful payment claim, which had been disregarded by the trial court and intermediate court of appeals.
Represented a safety and compliance consulting company in high-exposure automobile death case filed by estate of decedent against multiple involved parties. Obtained a dismissal of the client from the lawsuit without payment of any damages.
Represented a manufacturer of frac and mud pumps utilized in the oilfield in breach of contract and fraudulent inducement action against company providing engineering and design support of equipment. Obtained a favorable settlement on behalf of client.
Represented refinery services company that sells proprietary products and services to petroleum and chemical refineries globally in a lawsuit against a group of contractors that misappropriated our client’s proprietary products and services. After successfully securing discovery from refineries in foreign countries confirming the facts supporting our client’s claims, the matter settled with our client receiving every dollar of lost sales and effectively ending the former contractors’ attempts to establish a competing company.
Represented a world leader in premium insulation coatings against a former distributor based on claims for breach of a written distributor agreement, as well as claims for breach of oral agreements or, alternatively, quasi-contractual claims such as promissory estoppel and unjust enrichment. Following written discovery and depositions of the named parties, certain third-parties, and experts, both parties moved for summary judgment – we moved on all of plaintiff’s claims and plaintiff moved solely on liability for its contractual claims. With the summary judgment motions pending, the matter settled on confidential terms.
Successfully obtained Temporary Injunction and Permanent Injunction on behalf of client against former employee. The client was a refinery maintenance contractor who brought suit alleging the former employee breached non-compete and non-solicitation covenants, and the former employee asserted counterclaims for damages arising out of termination of employment. After securing a Temporary Injunction that prohibited the former employee from competing and soliciting clients, the matter ultimately settled with entry of Permanent Injunction and no payment to employee for alleged damages.
Defended clients operating a start-up oil field services company in a lawsuit brought by an established competitor alleging claims against our clients for misappropriation of trade secrets, breach fiduciary duty, and conspiracy and seeking to completely shut down our clients’ business. After a six day temporary injunction trial, the lawsuit settled on terms that allowed our clients to continue their business in competition with former employer.
Represented supplier of oilfield steel for use in the oil and gas industry in a lawsuit brought by a competitor alleging a former employee provided our client (his new employer) with confidential customer lists, vendor contact information and sales data owned by his former employer. Successfully obtained transfer of lawsuit from United States District Court for the Northern District of Illinois to the Southern District of Texas based on argument that Texas was a more convenient forum as the location of material events, the residence of defendants and most potential non-party witnesses, as well as the relative interests of justice.
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.
Won a unanimous arbitration award on behalf of a former senior executive officer and director of a privately held bank with over $1.0 billion in assets. Our client was sued by the bank in state district court for breach of fiduciary duty, misappropriation of trade secrets, and conversion following his resignation from the bank. In the state court proceeding, we successfully dissolved an ex parte restraining order and compelled the lawsuit to arbitration. In the arbitration, the bank sought over $20,000,000 in damages and we asserted counterclaims against the bank for tortious interference with contract and failure to pay wages. After a five day arbitration and significant post-hearing briefing, the three member arbitration panel ruled in favor of our client on all claims and awarded all damages sought pursuant to our counterclaims.
After negotiations for a purchase of a client by a potential buyer fell apart, the buyer threatened to use the confidential and proprietary information it obtained during the due diligence phase against that client. Within two weeks of receiving that threat, Lauren negotiated the destruction and/or return of all such information to my client and obtained assurances that it would not be used in the future.
Represented major LED designer and manufacturer in dispute with competitor involving claims of misappropriation of trade secrets, patent infringement, and conspiracy.
Registered trademarks on behalf of a successful barbeque restaurant, providing advice on how to best and most economically protect the restaurant’s dining, catering, and product brands.
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.
On behalf of oilfield services client, drafted compelling motions for summary judgment in two catastrophic personal injury cases, putting pressure on the opposite side and resulting in a highly favorable settlement with plaintiffs.
Currently representing a chemical refinery in a dispute with its general contractor over a failed project to expand and renovate the refinery’s facility. In addition to allegations of breach of contract and fraud, the dispute has resulted in liens filed by subcontractors against my client, which have been efficiently settled.
Represented oil and gas clients in connection with various actions to quiet title and/or address notices of lis pendens, including suits against groups of mineral royalty owners.
Advised global manufacturer of steel products on innovative uses of constitutional and statutory mechanic’s and materialman’s liens, to enable my client to strategically secure payment of outstanding accounts from owners and subcontractors.
Resisted invasive discovery sought from client, now general counsel of a leading waste and recycling company, by his prior employer. The prior employer threatened to sue the client for violation of a non-compete agreement, among other things. Through avid advocacy, both before the court and to opposing counsel, BoyarMiller was able to resolve the discovery dispute—and extricate the client from the proceeding—by producing a reasonable and manageable nucleus of discovery.
On behalf of top banks and mortgage companies, researched and drafted numerous, successful motions for summary judgment disposing of wrongful foreclosure, breach of contract, unfair lending, and deceptive trade practices claims brought by defaulting tenants.
Represented private equity fund in dispute with majority shareholder over direction and ownership of subject company, a pipe manufacturer. At outset of representation, potential courses of action included litigation and/or a risky buy-out of the majority shareholder’s stakes. Through active negotiations and constant pressure, Lauren enabled her client to avoid litigation entirely, instead negotiating a purchase and sale agreement resulting in a profitable, $1.2 million payment to her client.
Represented a nonprofit hospital system in the sale of two multi-building hospital facilities and related medical office buildings in the Rio Grande Valley.
Advised oil and gas producer client in connection with dispute about joint operating agreement, resulting in successful appeal before the Texas Fourteenth Court of Appeals. Critical to the success of the case was a well-reasoned interpretation of the AMI (“Area of Mutual Interest”) provision of the parties’ Joint Operating Agreement.
When a crude oil production company was threatened with an increased rate in violation of its transportation agreement with a pipeline company, Lauren intervened on its behalf. The pressure she put on the pipeline company, efforts which included seeking injunctive relief restraining the rate hike, triggered a favorable resolution of the dispute. The dispute implicated both Texas contract law and FERC energy regulations.
Represented manufacturer of oilfield machinery in lawsuit against major software company, where the manufacturer asserted claims for breach of contract and fraud. The dispute arose out of an unsuccessful SAP implementation and the software company’s breach of the parties’ Statement of Work. Lauren’s involvement began with pleadings and discovery, implicated intensive preparation with both fact and expert witnesses for depositions and trial testimony, continued through an aggressive dispositive motions phase, and culminated in a three-week jury trial. Achieved $29.8 million jury verdict as chair in that trial.
Represented employees in lawsuits against former employers based on employer’s refusal to pay past due compensation or to honor obligations under employment agreements and/or severance agreements.
Obtained dismissal of an antitrust action in federal court in Arizona.
Won a summary judgment on behalf of a software utilities and management company and its chief executive officer on a breach of contract claim filed by two of the company’s former employees. The former employees claimed they were owed approximately $360,000 based on an amendment to an original purchase agreement regarding the sale of a software program. Summary judgment was awarded when it was shown that the amendment lacked material terms and was unenforceable as a matter of law. Following summary judgment, the former employees settled their remaining claims on very favorable terms for our clients.
Won a jury verdict for a homeowner against a designer she hired to provide interior design services. Although our client paid the designer for several decorative pieces, the designer failed to purchase the items and then refused to return our client’s money. The designer filed a counter-claim for the amount of money he alleged was still owed under the terms of the parties’ agreement. A unanimous jury rendered a verdict in favor of our client finding that the designer breached their agreement.
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 defended a restaurant group in a lawsuit brought by a former employee claiming sexual harassment based on allegations that manager made sexual advances towards the employee and sent sexually explicit photographs to the employee. The lawsuit centered almost entirely on alleged conduct that occurred outside the workplace during non-working hours and presented unique issues relating to the employer’s affirmative defense under the Faragher/Ellerth line of cases.
Successfully negotiated resolution of complex, multi-million dollar dispute involving production of steel rig kits for use in offshore jack-up drilling rig application between an 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 supplier of oilfield steel for use in the oil and gas industry in a lawsuit brought by a competitor alleging a former employee provided our client (his new employer) with confidential customer lists, vendor contact information and sales data owned by his former employer. Successfully obtained transfer of lawsuit from United States District Court for the Northern District of Illinois to the Southern District of Texas based on argument that Texas was a more convenient forum as the location of material events, the residence of defendants and most potential non-party witnesses, as well as the relative interests of justice.
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.
Won partial summary judgment on behalf of restaurateurs on a breach of fiduciary duty/usurpation of a valuable partnership opportunity and oppression claim filed by restaurateurs’ partners. Also won a motion for partial summary judgment declaring a “Right to Participate” clause contained in the Partnership’s Operating Amendment invalid. Based on the alleged right to participate, the restaurateurs’ partners claimed to have an interest in a subsequent endeavor created and developed by the restaurateurs. Summary judgment was awarded when it was shown that the “Right to Participate” clause was invalid, and subsequently, the Court failed to find any breach of fiduciary duty or oppression on the part of the restaurateurs. Ultimately, this summary judgment led to a favorable settlement of the entire dispute for our clients.
Represented developer/purchaser of 100+ acres ($9MM) in Bexar County (San Antonio area) in acquisition and negotiation of development agreements with adjacent owners and San Antonio Water Systems (SAWS) for provision of utility service.
Represented developer/purchaser in acquisition of 300+ acres in Harris County ($6MM) and negotiation of water and sewer service contracts.
Represented developer/purchaser of acreage and residential lots in Fort Bend County, and related negotiation of development and cost reimbursement agreements with City and municipal utility district.
Represented developer in drafting of subdivision restrictions and related property owner association governance documents for mixed-use project in Frisco, Texas.
Won a summary judgment on behalf of a regional shopping mall owner on its breach of contract claims against a delinquent tenant. We were also able to obtain individual liability via summary judgment against the tenant’s former President who entered into contractual agreements with our client following the secret dissolution of the company.
Member of the trial team representing employees of Wellbore Energy Solutions, LLC, a subsidiary of Halliburton Company, against M-I L.L.C., a subsidiary of Schlumberger Limited, in a trade secret, covenant not to compete and tortious interference dispute in the United States District Court for the Southern District of Texas (M-I L.L.C. v. Chad Lee Stelly, et al., C.A. 4:09-CV-01552) involving completion tools for oil and gas wells.
Obtained favorable judgment from intermediate court of appeals, which affirmed a summary judgment denying a homeowner’s challenge to its mortgagee’s entitlement to fire insurance policy proceeds.
Represented a Houston-based entrepreneur in connection with the strategic restructure of personal investments in 60+ entities involving land development, retail, private equity, specialty finance, oil and gas, industrial and build-to-suit.
Represented Houston-based development company in its purchase, finance and re-finance of various warehouse, office and manufacturing spaces in Houston and surrounding areas.
Represented an oil field equipment company in connection with private equity investments and financing transactions.
Represented various U.K. and Norwegian entities in structuring and creating U.S. subsidiaries of foreign parent companies.
Represented Trendmaker Homes, Inc. in the sale of its developer rights to Cross Creek Ranch, a master-planned community located outside of Houston.
Represented a Texas-based company in its operation of emergency room facilities across the state, including the acquisition of the real estate, development of facilities, strategic corporate formation and joint venture transactions with national hospital systems.
Represented Kanaly Trust in the sale of the company to private equity firm Lovell Minnick Partners.
Obtained a summary judgment for a products manufacturer-creditor against the transferee of a bankruptcy debtor’s assets.
Represented a Houston-based real estate acquisition and development company in connection with a retail development in Bellaire, Texas.
Represented UK-based companies in connection with their global expansion into the United States and formation of US based subsidiaries
Ongoing representation of a Houston-based mezzanine fund in its acquisition, financing and sale of interests in various portfolio companies.
Ongoing representation of a $25 million private equity fund, having as its primary investment focus investments in low budget film productions, in connection with the fund’s formation, capitalization and investments
Represented a Houston-based private equity fund in the acquisition of an independent coil and air handler manufacturer.
Represented a Woodlands-based company in the acquisition of an oilfield services company based in the South Texas Eagle Ford Shale Formation.
Represented the purchaser in its purchase of all Jackson Hewitt locations throughout the Dallas, Texas and Knoxville, Tennessee markets.
Represented a Houston-based supplier of industrial gas cylinders and welder’s supply materials in its sale to a NYSE-listed, global Fortune 300 company.
Represented a Houston-based private equity fund with a primary focus on developing free-standing emergency rooms.
Represented a Texas-based provider of wireless analytics, mobile-device bill auditing and related software in its recapitalization by Huntsman Gay Global Capital.
Represented a Houston-based private equity fund in its $13.5 million purchase of a Louisiana-based supplier of dredging services.
Represented a Houston-based private equity fund in its $7 million investment in a Houston-based provider of installation, maintenance and repair of critical rotating equipment for customers in the downstream, power and midstream segments of the energy markets.
Represented a West-Texas oilfield services provider operating throughout the Permian Basin in a $34 million majority recapitalization by a Houston-based private equity fund.
Represented a Dallas based fund-of-funds and investment advisor in the placement of over $100 million in private equity funds for a variety of institutional investors and public pension plans.
Represented a real estate investment advisor in the creation of a $50 million private investment fund focusing on the purchase of pools of distressed real estate properties.
Represented an Ingleside-based provider of engineering, procurement and construction service offerings to the oil and gas industry in a $26.25 million recapitalization by a Dallas-based private equity fund.
Represented various U.K. and Norwegian entities in structuring and creating U.S. subsidiaries of foreign parent companies, ranging from start-ups with few employees to new entities formed to acquire businesses in the U.S.
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 investment advisor in the formation of a $60 million investment fund focusing on investments in Canadian capital pool companies to be listed on the Toronto Venture Exchange.
Represented a Houston-based private equity fund in its investment in a Baytown based distributor of carbon and stainless pipeline products.
Represented a Houston-based investment partnership in its purchase of a machine and fabrication shop specializing in products for the oilfield services market.
Represented a Woodlands-based oilfield services company in negotiation of its $80 million syndicated credit facility with Comerica Bank.
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 a Houston-based provider of deep- and shallow -water connector solutions to the subsea pipeline industry in its $42.5 million sale of to a subsidiary of a NYSE-listed oilfield services company.
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 a client in connection with an interstate reformation merger transaction.
Advised a client with respect to the private offering rules and regulations for California, New York, New Jersey and Massachusetts.
Advised a client in connection with its $1.2 million sale of its interest in a Texas investment holding company.
Advised an oil and gas industry consortium in connection with the application of the U.S. Export Administration Regulations to the consortium’s data-reporting protocols.
Represented a client in connection with establishing a trading office in Indonesia to promote its oil-field services products.
Represented the buyer in its $6 million acquisition of a Nebraska distribution company.
Represented the seller in a $38 million sale of a natural gas marketing company.
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.
Pursued claims on behalf of a Houston area restaurant and wine bar for breach of a contract related to an event held at their facility.
Pursued claims on behalf of a real estate developer in the Houston Galleria area. The developer was building a 15-story office building next to an apartment complex. The apartment complex complained the tower crane being used to construct the office building was trespassing on the airspace above the complex. The real estate developer filed suit seeking a declaration that the tower crane was not trespassing on the apartment complex’s airspace. Obtained a dismissal of all claims against the client without payment of any damages.
Pursued claims on behalf of an Oklahoma-based company that sells and rents frac water transfer equipment. Two former employees solicited the company’s customers and used their resources to start a competing business while still employed by the company.
Defended an LTE cellular network provider in a lawsuit by a California-based wireless broadband network component provider in an action for breach of a contract to purchase component parts necessary to build an LTE network in West Texas.
Successfully defended a Texas-based drilling rig manufacturer in a lawsuit by a drilling rig purchaser. The purchaser claimed the manufacturer breached a rig construction contract and tortiously interfered with its contract with a drilling operator. The purchaser sought approximately $25 million for the cost of repairing the rig and lost profits. The case settled for a fraction of that amount on the eve of picking a jury.
Represented a minority shareholder in a shareholder oppression and breach of fiduciary duty lawsuit alleging that minority shareholder was forced out of his position with the company and was denied his rights as a shareholder. The matter raised unique issues under Texas law concerning duties and obligations between owners of a closely held corporation. The matter ultimately settled for a confidential amount.
Won an arbitration award on behalf of a custom home builder after home builder’s services were terminated and home builder was not paid sums owed under the contract and change orders. The home owener asserted claims relating to alleged defectrive construction. After a week-long arbitration hearing, the Arbitration Panel awarded our client all damages sought, attorney’s fees, and arbitration costs, and denied all claims asserted by the home owner.
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 a refinery service contractor in a breach of contract matter arising out of allegations that equipment manufacturer failed to deliver equipment in a timely manner and delivered equipment that did not conform to the requirements of the agreement. This matter centered on the interpretation of Article 2 of the Uniform Commercial Code dealing with delivery of goods, nonconforming goods, and lost profits as damages. The matter ultimately settled on confidential terms.
Represented a national property management company in an EEOC proceeding brought by former employee claiming that the termination of her employment was race and gender discrimination. This proceeding arose out of events that occurred outside of the workplace during the company’s holiday party.
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 a residential real estate company in a proceeding brought by a former employee claiming disability discrimination after the employee was terminated for being absent from work for a number of days in excess of the company’s stated policy. The matter tested the interplay between the employer’s absence control policy and the reasonable accommodation requirements of the ADA and leave requirements under the FMLA.
Represented an offshore drilling service company in a proceeding brought by former employee claiming race discrimination based on the employer’s alleged failure to provide the employee with the same employment opportunities it provided to other employees outside the protected class. This lawsuit raised unique issues regarding the employer’s obligation to provide offshore work opportunities where it was also providing onshore work.
Successfully defended a restaurant group in a lawsuit brought by a former employee claiming sexual harassment based on allegations that manager made sexual advances towards the employee and sent sexually explicit photographs to the employee. The lawsuit centered almost entirely on alleged conduct that occurred outside the workplace during non-working hours and presented unique issues relating to the employer’s affirmative defense under the Faragher/Ellerth line of cases.
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.
Represented a Houston-based real estate industrial acquisition and development company in connection with various build-to-suit industrial developments nationwide, including acquisition, disposition and capital formation.
Represented a traffic systems company in connection with a $55 million syndicated credit facility.
Represented a major regional health care system in the disposition of a 138-unit retirement and health care center.
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 the shareholders of a Houston-based international supply company to the oil and gas industry in connection with the sale of their shares to a New York-based private equity group for approximately $28 million, including equity interests in the acquiring company.
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 Texas-based mezzanine financing fund in the corporate restructuring of its portfolio company which included amended senior and subordinated debt facilities and the purchase and financing of mobile servicing oil rigs.
Represented the purchaser of an approximately 55,000 square foot, single-tenant facility located within the Tuscany Technology Center, a 600,000 square-foot multi-building office and industrial park development in northeast Austin, Texas.
Represented the developer of master-planned communities in the sale of retail parcels to a national retail developer.
Represented a commercial retail developer in formation and capitalization of multiple joint ventures.
Represented the seller of a pair of Class A office buildings with approximately 200,000 total square feet to a national real estate investment fund.
Represented a developer in connection with the acquisition of raw land and development of stand-alone acute and emergency care medical facilities throughout Texas.
Represented the purchaser of a multi-tenant retail center located in the Energy Corridor, Houston, Texas.
Represented an enhanced oil recovery technology company in connection with private equity investments and capital formation.
Represented a Houston-based company in connection with private equity investments for the production of a nationally televised PBS television series.
Represented a water desalination development company in the reorganization of its corporate structure, including a $250 million capital infusion by international equity investors.
Represented a large residential developer in the sale of approximately 45 acres for retail development at the intersection of Grand Parkway and Westpark Tollway.
Represented Midway in the financing and development of office, retail and multifamly projects related to the revitalization of Levy Park in the Upper Kirby area of Houston.
Represented individuals in disputes arising out of partnership agreements or other corporate entities, including limited liability companies and close corporations.
Represented a homeowner in a dispute against home builder for failure to timely complete construction and subsequent refusal to return Earnest Money, Change Order Funds and Good Faith Money.
Represented radio personalities in a lawsuit filed against them alleging breach of their affiliation and syndication agreements.
Represented a health care system in South Texas in a lawsuit against former insurance agents for violations of the Texas Insurance Code, violations of the Texas Theft Liability Act, conversion, fraud, fraud by non-disclosure, negligent misrepresentation, and breach of contract.
Represented employers in the defense of employment discrimination claims.
Represented commercial landlords and tenants in disputes involving non-payment of rent and other lease-related disputes.
Affirmed by the Fifth Circuit in a dispute involving opposing party’s attempt to compel arbitration.
Represented foreign corporations in connection with their global expansion into the United States and start up of US based subsidiaries.
Represented a start-up hydrocarbon remediation company in connection with its formation, capitalization and international legal structuring for the purpose of international commercialization of new remediation technology.
Represented a local entrepreneur in acquisition of a computer network management and consulting company.
Ongoing representation of a computer network management and consulting and telecommunications company in connection with strategy to build a shared telecommunications superstructure for smaller rural telecommunications companies to compete with the majors in delivering 4G wireless telecommunications services to customers.
Represented a regional industrial tunneling company in sale of that business to a financial purchaser.
Represented a financial services provider with formation of a hedge fund.
Ongoing representation of local real estate entrepreneurs in formation and capitalization of $30 million pooled investment fund to acquire distressed income producing real properties.
Represented a $25 million private equity fund, having as its primary investment focus investments in low budget film productions, in connection with the fund’s formation, capitalization and investments.
Ongoing representation of a regional technology focused venture capital company in its acquisition and sale of interests in numerous portfolio companies.
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.
Ongoing representation of a Mauritius based company in connection with its international expansion strategy for distribution of specialized software for oil and gas well analysis.
Represented multiple senior lending institutions, with both national and regional presence, and borrowers, in asset based lending transactions and more traditional senior lending facilities ranging from hundreds of thousands to tens of millions of dollars.
Represented a Houston-based real estate development company in formation and capitalization of three investment funds having raised in excess of $25 million though private offerings under Regulation D of the Securities Act of 1933.
Represented an Arizona-based traffic solutions company in connection with $60 million equity raise through sale of preferred stock to major investment banking firm.
Represented a $250 million private equity fund, having a primary investment focus of mezzanine debt investments, in connection with the fund’s formation, capitalization and investments.
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 medical transcription business in the sale of the business to a strategic purchaser located in Atlanta, Georgia.
Represented a landfill gas construction and drilling company in the sale of the business to Aperion Capital, a New York based private equity fund.
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.
Defeated an application for injunction relief of a tenant in state district court seeking to halt eviction proceedings instituted by landlord/client. Litigation resulted in favorable summary judgment ruling on tenant’s claims for constructive eviction, breach of implied warranties, fraud and breach of contract.
Represented the owner of a shopping mall in connection with lawsuit brought by tenant seeking writ of reentry into the leased premises following repossession by owner. Successfully defended writ and obtained judgment for recovery of attorneys’ fees for filing lawsuit in bad faith.
Represented a seller of vocational trade school assets in action brought by students who alleged client had defrauded them and breached educational contracts in connection with the transferred assets. Obtained full dismissal of all students’ claims through the litigation.
Represented the seller/client of nursing home assets in action brought by buyer for fraud and breach of contract alleged to have arisen in connection with asset purchase transaction. Litigation resulted in favorable summary judgment ruling on buyer-plaintiff’s claims for fraud and breach of contract.
Represented a commercial office building owner in connection with lawsuit brought by adjoining property owner for failing to maintain common areas of an office park development consistent with operating agreement. Litigation resulted in dismissal of all claims against client.
Represented the seller of acute care centers in action brought by buyer for fraud and breach of contract alleged to have arisen in connection with asset purchase transaction. Litigation resulted in favorable summary judgment ruling on buyer’s claims for breach of contract. At trial on buyer’s fraud claims, made successful motion to exclude damages testimony of buyer’s expert, resulting in directed verdict on buyer’s fraud claims.
Represented a large Real Estate Investment Trust and shopping mall manager in connection with eviction proceedings against tenants in properties located in north, central and southeast Texas.
Represented a company in the business of aircraft engine maintenance and repair in the prejudgment seizure of a privately owned Boeing 737 aircraft. Litigation resulted in a favorable settlement, enabling client to receive payment and recovery of attorneys’ fees.
Represented the developer of residential master plan community in connection with a lawsuit brought by a contractor for defects in the construction of a faux bridge structure and defending claims for payment by contractor.
Represented an international supplier of electronic sub-sea equipment against a foreign construction and engineering service support provider. Successfully obtained summary judgment of approximately $225 thousand against the opposing party in actual damages and attorney fees.
Represented the owner and developer of a 10,000-acre master planned residential community in successfully setting aside and vacating a $187,000 default judgment obtained against our client on a bill of review.
Represented the owner of co-generation plant in multiple condemnation proceedings brought by pipeline owners exercising power of eminent domain. Litigation resulted in favorable settlements, enabling client to realize several hundred thousand dollars in compensation for the takings.
Represented a developer of a residential master plan community in connection with multi-million dollar lawsuit brought by grading contractor and counter-claim for liquidated damages against the contractor. Obtained summary judgment on substantially all of the contractor’s claims, which resulted in a favorable settlement for the client.
Experience representing various oilfield services companies in the negotiation and drafting of Master Services Agreements.
Represented individual private investors in a purchase of stock of a real property appraisal company.
Represented a Houston-area renal care and dialysis clinic in the sale of the company to a private equity purchaser.
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 U.S.-based international transportation and logistics company in connection with its day-to-day legal functions, including regulatory issues
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 a Houston-based services company in connection with a $28 million majority recapitalization with a private equity firm
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 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.
Represented a borrower in connection with the restructure of its $100 million loan with a banking institution.
Represented an executive of a large corporation in connection with his employment relationship with his employer.
Represented the shareholders of a Houston-based electronics manufacturing company in connection with its sale to a strategic purchaser.
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 a UK-based client in their acquisition of an oil and gas service company in California.
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 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 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 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 an offshore drilling equipment manufacturer and supplier based in Jakarta, Singapore and Houston in the reorganization of its capital structure, including a $15 million capital infusion by a private equity group.
Represented a Houston based borrower in connection with a $30 million asset based loan from a banking institution.
Represented a Houston-based service company in connection with a $28 million majority recapitalization with a private equity firm.
Represented 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.
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.
Represented GEM Insurance Agencies, a 60 year old Houston-based insurance agency, in connection with the sale of the business to BancorpSouth Insurance Services, Inc., based out of Tupelo, Mississippi.
Represented a client before the Department of Justice in its investigation of alleged violations of the False Claims Act.
Represented a 50% shareholder of a closely held corporation in a lawsuit against his business partner who wrongfully dismissed him as an officer and director of the company. An injunction was obtained on behalf of the client to maintain his status as an officer and director. Limited discovery revealed that the business partner had misappropriated funds from the company. Ultimately, the case was resolved by the client selling his shares of the company to the business partner at a hefty premium.
Represented a major oil and gas company in a breach of joint venture claim. The joint venture related to a fractionation facility and the joint venture partner’s failure to properly allocate funds. Two days after the opposing side answered the lawsuit filed on behalf of the client a settlement was reached which gave the client 100% of the relief requested in the petition.
Represented a closely held corporation against a minority shareholder and officer who misappropriated funds from the company. After the minority shareholder was removed as an officer he sued the company. The company defended those claims and filed counterclaims to recover the missing funds. Ultimately, the minority shareholder non-suited his claims and agreed to repay the company.
Represented a former Enron executive in a preference action brought by the bankruptcy trustee. The trustee brought suit to recover a severance payment received just prior to the bankruptcy filing. The client also had claims against Enron and a non-bankrupt subsidiary. After discovery and substantive briefing before the Enron bankruptcy judge, a settlement was reached with the client agreeing to pay less than 18% of the amount the trustee was originally seeking to recover.
Represented a 50% shareholder of a closely held corporation in a lawsuit against his business partner who was stealing money from the company. An injunction was obtained on behalf of the client removing the business partner as an officer of the company. The case included pre-litigation investigation of both a civil and criminal nature and then developing a strategy to remove the person through a temporary restraining order and injunction. These actions led to a favorable settlement within 30 days after filing the injunction.
Settled a fraud and RICO dispute on behalf of a small gas marketing company in a case brought by the majority owner of a gas trading company. Plaintiff originally sought in excess of $70 million in damages, alleging fraudulent gas trading and financial derivative transactions, but settled on very favorable terms for client prior to trial.
Successfully defended a major oil and gas company against claims of tortious interference with prospective contractual relations in a case concerning a potential merger transaction. Plaintiff sought damages of approximately $65 million plus exemplary damages. However, after a week of trial plaintiffs settled for less than 5% of that amount with the client not responsible for paying any of the settlement amount.
Successfully defended a benefits plan administrator against ERISA claims brought by a plaintiff seeking to recover benefits under group life insurance policy. Certain claims against the client were dismissed through a Rule 12(b)(6) motion and the remaining claims were dismissed via summary judgment.
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 defended a former officer and director against claims of fraud, breach of fiduciary duties and denuding corporate assets. Claims were brought by Bankruptcy Trustee on behalf of creditors of the corporation. After extensive discovery and certain claims being dismissed via summary judgment, the case settled within the limits of the applicable D&O policy.
Development of a strategic and capital plan for Houston-based real estate investment firm to raise $100 million of acquisition equity capital from four opportunity funds.
Worked with senior management of regional health care system in connection with structuring $200 million of bond financing and senior credit.
Development of a capital strategy for start up environmental services company doing business in the U.S. and Eastern Europe.
Development of a strategic and capital plan for a restaurant company based in Texas for expansion from four to 23 stores within four years.
Represented an Arizona-based company providing automated toll and traffic violation processing throughout the U.S. in connection with a $58 million convertible preferred stock investment by a major investment bank, a $100 million dollar syndicated credit facility and several follow on private equity and debt financings.
Represented a Houston-based financial services firm in connection with a $15 million convertible preferred stock investment by a New York-based private equity firm.
Represented a New York-based hedge fund in connection with a $54 million private equity investment in the San Antonio Grand Hyatt Convention Center Hotel and Condominiums.
Represented a hospitality company with operations in the U.S., Canada, France, Spain, Germany, the Netherlands and the U. K. in connection with private equity investments of $75 million by a Boston-based opportunity fund and $100 million by a London-based opportunity fund, and the acquisition of about $800 million of hotels, resorts and conference centers.
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 buyers and developers of hospitality product, including limited service, and conferencing center and resort product, in financing transactions involving lending sources in the United States and overseas, including financing and refinancing with banks such as Barclays Bank PLC, London; Deutsche Bank, Germany; SNS Bank, The Netherlands; Governor and Company of the Bank of Scotland; Chase Bank, New York; Calyon Bank.
Represented developers and acquirers of retail, multifamily, single purpose build-to-suit and other income producing property in sale-leaseback transactions.
Represented office, multifamily, industrial, office/service, land development and hospitality borrowers in conventional financing and refinancing of properties in loan transactions ranging from under US $1 million to over US $50 million, including construction loans, interim or mini-perm financing and permanent loans.
Represented office, multifamily and hospitality borrowers in connection with loans funded by insurance companies and pension funds, ranging from approximately US $1.5 million to US $50 million.
Represented retail, office, multifamily and hospitality borrowers in acquisition financing and refinancing of existing properties across Texas and the United States in conduit lending transactions ranging from US $2 million to over US $125 million.
Represented a Houston-based development firm in land acquisition and construction of mid-rise office building product in Houston and Austin.
Represented a Houston-based development firm in the land acquisition for and construction and leasing of low and mid-rise office and/or medical office buildings (buildings of approximately 150,000 – 250,000 square feet) in Houston, Austin and Dallas.
Represented a Houston-based full-service real estate company for over 25 years in connection with the acquisition and leasing of multiple office buildings in the Houston and Austin markets.
Represented a Texas-based real estate company in the acquisition and repositioning of over 2 million square feet of office building product in Houston.
Represented a Houston-based developer of mid-sized shopping centers in Houston area.
Represented a Houston-based developer of strip centers and retail pad developments in Houston, Austin and surrounding areas, including build-to-suit and ground lease transaction.
Represented a Houston-based developer in the acquisition, leasing and construction of community shopping centers in master planned communities in Houston and vicinity.
Development of Bull Creek Center, Austin, Texas, on ground lease from owner.
Acquisition and Repositioning of West Hill Mall, Huntsville.
Represented a Texas-based hospital system in connection with the acquisition, disposition, financing and/or formation of joint ventures constructing, owning and/or operating Acute Care Hospitals; Ambulatory Surgery Centers; Cancer Centers; Imaging Centers; Long-Term Acute Care Hospitals; Medical and Professional Office Buildings; Skilled Nursing Facilities; Wellness Centers.
Represented a local development group in connection with the development of mixed-use lifestyle center in Houston.
Represented a Brown Fields Redevelopment Company in connection with the acquisition of former electrical generating facility for redevelopment of a residential community.
Represented an international investment group formed by Houston-based developer in the acquisition, redevelopment, financing and sale of the 200-acre office park in Northwest Houston, and conversion to mixed-use residential and commercial master-planned project.
Represented an Austin-based development company in connection with 100+ acre Austin business park development.
Represented a large residential development and home-building company and a combined local/foreign investment group in development of a 300-acre mixed-use business park in West Houston.
Represented a large residential development and home-building company in the development of a 3,000 acre mixed-use residential and commercial subdivision in Ft. Bend County, Texas.
Represented a large residential development and home-building company in the development of approximately 300 acre residential subdivision in Fort Bend County/Hwy 288 area.
Represented a large residential development and home-building company in the development of a 550+ acre large-lot subdivision in Montgomery County, Texas.
Represented a large residential development and home-building company in the development of a 3,000 acre residential mixed commercial and residential subdivision in far West Houston, near Grand Parkway.
Represented a large residential development and home-building company in the development of a 400+ acre residential subdivision in far West Houston, Fry Road/I-10 area.
Represented a local developer in the development, acquisition and expansion of distribution and warehouse facilities in Houston.
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 development company in connection with purchase to build for resale of lease warehouse, office/service and manufacturing space, including crane-served warehouse buildings, in Houston and surrounding areas, and leasing of existing building portfolio.
Represented a New York-based real estate hedge fund investor in connection with the development of the San Antonio 1,000-room Grand Hyatt Convention Center Hotel.
Represented a developer of the Houstonian, a complex including high-rise condominium product, a hotel and conference center, a health and fitness club and related amenities, beginning with land assembly, construction, financing and sale.
Lead counsel for a global leader in resort and executive center business in connection with acquisition, development, financing and disposition of conference resorts and conference hotels in the United States, Canada and Europe.
Represented the owner of 10,000+ apartment units in the Houston area in connection with property disposition and development and bankruptcy cases.
Represented a Houston-based development company in land acquisition, financing, construction and disposition of multifamily properties in Ohio, Virginia, Tennessee, Kentucky and Florida.
Represented a Houston-based real estate company in development, acquisition and disposition of multifamily projects in Houston and surrounding areas.
Structured multiple transactions for a hospitality company doing business in the U.S., Canada and seven countries in Western Europe.
Structured the consolidation of multiple entities organized in varying jurisdictions into a Delaware corporation for a company involved in providing traffic cameras and automated toll and traffic violation processing.
Represented a U.S.-based oilfield services company in connection with operations in Eastern Europe, Western Europe, Mexico and South America.
Represented a Texas-based oilfield services company in connection with investments in manufacturing facilities in Taiwan and America Samoa.
Structured a sale leaseback transaction involving a skilled nursing facility with for-profit and not-for-profit parties in a multi-tiered joint venture.
Structured a sale leaseback transaction involving a for-profit hospital with institutional, strategic and physician investors.
Represented a local food service entrepreneur in private placement of securities for development of manufactured cold coffee products pursuant to license from nationally recognized chef.
Represented a local restaurateur in connection with private placement of securities for construction of new restaurant to replace existing fine dining facility.
Represented a local restaurateur in connection with private placement of securities for expansion of Mexican food bar and grill concept.
Represented a Texas-based fast casual restaurant chain in connection with structuring, formation and private placement of securities for expansion of chain in major cities in Texas.
Represented a Texas-based hospital system in connection with the formation of a joint venture and private placement of securities to local surgeons for the development, construction and operation of an ambulatory surgery center.
Represented a start-up environmental remediation company in connection with series of private placements to raise seed and follow on capital for operations and growth.
Represented a Houston-based real estate company in connection with formation and private placement of the securities of multiple special purpose entities for the purpose of acquiring and developing real estate projects domestically and internationally.
Represented a Houston-based investment sponsor in connection with the structuring, formation and private placement of securities of a $100 million blind investment fund.
Represented the owner of a carpet distribution and installation company in connection with sale of the company to a New York-based private equity firm for $22 million.
Represented a large aviation services company and its predecessors from initial acquisition of the Eastern Airlines spare parts inventory through its IPO.
Represented a Houston-based specialty manufacturer of flood and wind protection products in connection with its recapitalization by a private equity firm.
Represented Freebirds World Burrito, a 19-unit fast casual restaurant chain, in connection with its sale to the Tavistock Group.
Represented a large regional health system in connection with the acquisition of a hospital for $67 million.
Lead counsel for a borrower in connection with an $80 million credit facility with major New York bank for U.S. hotel and resort acquisitions.
Represented the shareholders of a Houston-based oilfield services company in a sale to a private equity firm for $30 million plus shares of stock in the acquiring company.
Represented an Odessa, Texas-based specialty tubular threading company in connection with its sale to NS Group, Inc. for $125 million.
Represented a global hospitality company in connection with multiple corporate and project financing involving hotels and resorts in North America and Western Europe.
Represented an aviation services company listed on the New York Stock Exchange in connection with $200 million credit facility with a major New York-based bank.
Represented a New York-based hedge fund in connection with financing of the San Antonio convention center hotel utilizing $275 million of tax exempt and taxable bond financing.
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 Texas-based fiberglass products manufacturer in the strategic acquisition of a Montana-based fiberglass products manufacturer, including representation regarding acquisition financing.
Represented the shareholders of a Houston-based international supply company to the oil and gas industry in connection with the sale of their shares to a New York-based private equity group for approximately $28 million, including equity interests in the acquiring company.
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 Emerus Hospital Partners in connection with a $30 million private equity investment by Austin Ventures.
Representation of Valley Baptist Health System as lead counsel in connection with: • The acquisition of Brownsville Medical Center • The issuance of $200,000,000 of tax-exempt bonds • Joint ventures for the development and operation of ambulatory surgery centers, a cancer center, a wellness center, long term acute care hospitals, skilled nursing facilities and similar ancillary facilities • The ownership and operation of a health plan • Major bank credit facilities • Employment matters • State and Federal Court Litigation
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 a New York-based hedge fund, Marathon Real Estate Opportunity Funds, in connection with the development and public-private financing of the 1000-room San Antonio Grand Hyatt Convention Center Hotel.
Represented Houston-based Mezzanine Fund as lead fund counsel in connection with a $250 million private placement to institutional investors and follow on portfolio investments.
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.
Represented Valley Baptist Health System of Harlingen, Texas, in connection with the acquisition of a 243-bed acute care hospital in Brownsville, Texas, from Tenet Healthcare Corporation.
Represented developer in connection with construction, development, ground leasing, leasing and management of medical office buildings.
Represented Managed Pressure Operations, a developer of next generation technology for offshore managed pressure drilling systems for the oil and gas industry with subsidiaries in Houston, Singapore, Jakarta and Dubai, in the reorganization of its capital structure, including a $15 million capital infusion by a private equity group and its later acquisition by an affiliate of Aker Solutions.
Obtained an emergency motion for protection on behalf of an expert witness when the opposing party subpoenaed all records and documents by and between the expert witness and the expert witness’ former and present clients. The expert witness was to provide testimony related to the exercise and fitness industry.
Represented TGS Cedar Port Partners, L.P. in connection with the acquisition of the largest industrial park in the greater Houston market, comprising of approximately 10,600 acres of unimproved land, a 300,000 square-foot rail-served warehouse on approximately 18 acres of land, and approximately 56 miles of rail and associated storage yards, switches and appurtenances.
Pursued claims on behalf of a Houston business owner for breach of an agreement for the sale of Houston bar. The purchaser failed to amend the name of the company, provide new bonds or financial security for the permits issued by the TABC, and transfer all TABC permits to the new entity as required by the purchase and sale agreement.
Represented Temporary Administrator in multi-million dollar will contest involving multiple gifts to Houston based charitable organizations and museums.
Represented client in connection with the acquisition of approximately 1.1537 acres of improved property, including a building consisting of approximately 16,000 square feet.
Successfully represented a national accounting firm against claims brought by a departing partner. Successfully obtained a summary judgment ruling in arbitration that disposed of the departing partner’s largest claim. Following a hearing, the departing partner’s remaining claims were denied in their entirety and our client was awarded recovery of all attorneys’ fees and arbitration fees incurred in the matter.
Acquisitions, financings, and restructuring of multiple long-term acute care and skilled nursing facilities in Washington, D.C., including private/public partnership for short-term acute care facility
Sale of multistate, residential behavioral healthcare group to private equity fund for $130 million
Family limited partnerships and associated estate planning for various families
Key employee compensation packages including carried interests and other equity incentives
Tax deferred condemnation transactions
Like kind exchanges including multiple forward and reverse deferred exchanges of real estate and oil and gas interests
Timing of tax recognition for MUD reimbursement costs
Joint ventures involving historic owners, cash investors and developers for residential lot and commercial ventures
Realization of tax deferred long-term capital for historic land owners in lot development ventures using Bramblett structures
Tax aspects of ownership and financing of master planned communities including Long Meadow Farms, Gleannloch Farms, Caracol Coastal and Fulbrook on Fulsher Creek
Tax issues for aircraft owners including fringe benefit and personal use issues as well as state sales tax and property tax issues
Purchase of new Gulfstream G550 for African-based buyer financed with UBS Geneva for $54 million
Purchase of Citation Excel subject to United States criminal seizure claims, including court ordered protections for buyer
Cost sharing aircraft arrangements including joint ownership, dry lease, time share, and interchange arrangements
Purchase and sale of various executive turboprop and turbine aircraft for U.S. and foreign persons
Sale of OCTG distributor to a publicly traded Japanese trading company for $110 million
Sale of Houston-based metal heat treating business and associated testing lab to strategic buyer for $12 million
Sale of engineering services company to Canadian buyer
Sale of Petroleum Professionals International, LP’s (PPI) oil and gas offshore engineering and quality control businesses to Australian public company for cash and stock of US $145 million
Organization and capitalization of oilfield intellectual property development venture
Purchase of engineering and construction services company from non-US owner
Tax deferred sale of valve manufacturing company to strategic buyer for cash, notes and stock for $12 million
Redemption of 50 percent owner of composite down-hole drilling tool manufacturer as well as the acquisition, financing, and construction of new manufacturing facility
Sale of Flowchem, Ltd, a specialty chemical manufacturer, to Arsenal Capital Partners for $210 million
Sale of the stock of Grayson Armature, the largest electric motor facility on the Gulf Coast, to Sulzer Limited for $42 million
Sale of field gas fueled engine technology and manufacturing company
Sale of consumer goods manufacturing division to direct competitor, including staged diligence process to protect trade secrets
Sale of industrial water treatment company
New equity raise and related new tax structure for medical device manufacturer
Purchase of proprietary drilling additive manufacturing and distribution business.
Successfully negotiated non-suit of client through drafting and presenting an anti-slapp motion pursuant to the Texas Citizens Participation Act on behalf of an individual board member
Argued and successfully obtained summary judgment on all claims by a plaintiff that waged claims of breach of contract
Argued and obtained a dismissal for claims of employment discrimination
Obtained summary judgment on behalf of service center for the mentally handicapped for claims brought by the plaintiff that violated both Texas and Federal laws
Obtained summary judgment on behalf of Homeowner’s Association for claims of breach of contract, diminution of value, and breach of fiduciary duty owed to plaintiff
Represented an affiliate entity of client in connection with the sale of approximately 2.36 acres of raw land in Montgomery County, Texas, to be developed into a car wash.
Represented an affiliate entity of client in connection with the acquisition of 110 platted, but undeveloped lots located in Huffman, Harris County, Texas.
Ongoing representation of a private equity backed company in the workforce third-party administrator and toxicology lab business in multiple acquisitions in furtherance of their growth by acquisition strategy. Represented client in over 20 asset and equity acquisitions in the past 3 years.
Represented landlord in the lease of a 14,500 square foot school facility in Houston.
Represented a healthcare entrepreneur in purchasing health food franchises.
Represented purchaser in the purchase of the assets of a railcar cleaning and related services company.
Represented regional sponsor and developer of freestanding emergency departments in multiple capital raises through private placements under Regulation D of the Securities Act of 1933.
Represented local real estate entrepreneurs in the formation and capitalization of an investment fund through private offerings under Regulation D of the Securities Act of 1933 to acquire income producing retail centers developments.
Represented a Houston-based technology company in connection with a majority recapitalization with a private equity firm.
Represented the seller in the sale of a mixed use office building.
Represented an international company in a multi-part transaction that included an investment in a domestic company, an option to purchase all of the equity, transfer of real property, and an option to lease a portion of the real estate owned by the local company.
Represented the borrower in a $48 million refinancing of a mixed-use office building.
Represented the borrower in a $65 million refinancing of the retail component of a mixed-used development.
Represented affiliated seller entities in the sale of an industrial waste and environmental services business to a strategic buyer with rollover equity and other purchase price consideration in excess of $50 million through a series of complex transactions.
Represented affiliated seller entities in the sale of a fabrication and millwork business to a subsidiary of a publicly traded strategic buyer.
Represented an insurance administration and enrollment services company in the sale of substantially all of its assets to a strategic buyer for a purchase price of approximately $26MM.
Representation of local real estate entrepreneurs in formation and capitalization of $13 million pooled investment fund to acquire income producing real properties.
Ongoing representation of start-up technology company in connection with its formation and capitalization of $32million for the purpose of developing an online platform for same day delivery industry.
Represented an online learning management company in connection with the merger with a sales training software company.
Represented a Houston-based investment company in formation and capitalization of a fund having raised in excess of $3 million though a private offering under Regulation D of the Securities Act of 1933.
Ongoing representation of a private equity backed company in the workforce third-party administrator and toxicology lab business in multiple acquisitions in furtherance of their growth by acquisition strategy.
Represented the Seller in the $6.2M sale of a point-of-sale and other restaurant and entertainment technology service business to a strategic buyer.
Represented a company engaged in the business of providing full truck load (FTL) and less than truck load (LTL) freight hauling in the acquisition of the LTL freight hauling assets and business of another national trucking and freight hauling business.
Represented a private company focused on midstream development, operations, and acquisitions, in the formation of a joint venture with a large credit investment platform; following the formation the Joint Venture purchased all of the membership interests and related inventory of the owner and operator of a liquefied propane gas storage distribution and marine terminal in New Hampshire and acquired a midstream facility in Rhode Island for a $30 million development.
Over the last three years, I have closed 12 asset or equity acquisition transactions representing a private equity backed drug and alcohol testing corporation in its aggressive acquisition strategy to quickly increase its overall market share of the workplace safety solution and third party administrator business in North America.
Represented a healthcare corporation in the sale of 15 micro hospitals to Saint Luke’s Health System in Kansas City and St. Vincent Hospital in Indianapolis, including sale of hospitals, negotiating assumption of $45 million of operating liabilities and $150 million of facility lease liabilities, and restructuring of over $80 million of debt.
Represented an oilfield service company as borrower/issuer in connection with the restructuring of their debt, including: payoff of the obligations of the Company to its senior creditor at a substantial discount; negotiation of three separate financings from three different sources, with the proceeds used to fund the payoff to the senior creditor; settlement of the obligations of the Company to its investment banker; preparation of a private placement memorandum and related documents with respect to the Series A and Series B Preferred Stock of the Company; and the sale of the Company’s subsidiary with the proceeds used toward the repayment of the senior creditor.
Represented a residential subdivision developer and homebuilder of the acquisition and development of raw land and developed lots in the Houston, Austin, San Antonio and Dallas/Fort Worth building markets to provide additional housing options to suburban communities.
Represented United Kingdom-based private equity group in its acquisition of substantially all of the assets of a Houston-based oil and gas services company.
Represented a client in the purchase of the outstanding membership interests of an outdoor lighting company, including the negotiation of the bank financing of $23 million, amendment of the existing bank agreements, the design of a tax deferred structure to minimize current tax impact and allow a step up the basis in the companies’ assets and recovery of a portion of the purchase price through increased depreciation deductions
Represented a private accounting advisory firm in the sale of all of its assets to a leading global professional services firm, and subsequent employment of the principal owners as managing directors.
Represented a private equity backed oil-and-gas services company with a Brazilian subsidiary in the sale of its shares to an aggressive strategic acquirer of oil-and-gas service companies.
Represented the sale of all of the outstanding membership interests of the Company to a private equity fund and the rollover of a portion of the ownership in the Company held by management into the owner of the buyer, marking a successful exit by the Company’s private equity investor and a successful monetization by management of their 75% ownership interest of the Company
Represented a technology development company in a 3-part transaction, including the sale of specific intellectual property assets to a one buyer, distributing stock of an affiliate to its members and in the sale of all of the company’s remaining assets to a portfolio company of a private equity fund.
Represented the existing entity in an equity investment and reorganization in conjunction with a $20,000,000 loan commitment from a private equity investor into a business specializing in the purchase, sale and rent-to-own of residential storage buildings, carports, gazebos and other manufactured structures.
Represented the private company in connection with a merger into and stock exchange with a publicly traded company.
Represented the seller in the $50,000,000 acquisition of a business specializing in providing nitrogen gas and other related services to customers in the oil and gas industry.
Represented the borrower in a senior loan comprised of an $11,300,000 term loan and a revolving loan not to exceed $2,000,000 as well as a subordinated non-revolving $5,000,000 loan by a national veterinary medical service provider.
Represented the purchaser of an Eclipse EA-500 jet aircraft for $850,000.
Represented the borrower in a $38,000,000 senior term loan and a revolving loan not to exceed $7,000,000 to a company that provides products relating to the exploration and refining of oil, including traveling blocks, rotary tables, swivel joints and pressure gauges.
Represented the existing entity in an equity investment and reorganization in conjunction with a $20,000,000 loan commitment from a private equity investor into a business specializing in the purchase, sale and rent-to-own of residential storage buildings, carports, gazebos and other manufactured structures.
Represented the purchaser in the $6,800,000 acquisition of a business that specializes in the manufacturing and sale of aftermarket shale shaker screens for use in the oil and gas industry.
Represented the purchaser in the $1,800,000 acquisition of a business specializing in providing offshore oil and gas engineering services.
Represented the borrower in a senior loan comprised of an $11,300,000 term loan and a revolving loan not to exceed $2,000,000 as well as a subordinated non-revolving $5,000,000 loan by a national veterinary medical service provider.
Represented the borrower in a $38,000,000 senior term loan and a revolving loan not to exceed $7,000,000 to a company that provides products relating to the exploration and refining of oil, including traveling blocks, rotary tables, swivel joints and pressure gauges.
Represented the seller in the $13,500,000 acquisition of a business specializing in providing wireless broadband and internet services.
Represented the private company in connection with a merger into and stock exchange with a publicly traded company.
Represented the seller in the $50,000,000 acquisition of a business specializing in providing nitrogen gas and other related services to customers in the oil and gas industry.
Represented a strategic buyer in a transaction to acquire the equity interests of a company operating one of the largest T-Mobile Premium Retailer networks in the U.S., as well as representing the strategic buyer in its efforts to acquire senior debt financing to fund approximately $50 million of the purchase price, as well as in a related private offering to raise approximately $37 million of the purchase price.
Represented client in connection with the acquisition of approximately 500 acres in Montgomery County, Texas, and in connection with the subsequent sale of right-of-way frontage to a commercial developer. Transaction included negotiation of terms for a land swap with a municipality in connection with construction of new municipal facilities, as well as development and financing agreements with newly formed in-city municipal utility districts.
Represented a startup in the bio algae industry in a dispute with a member and former manager of the LLC. Both sides sough injunctive relief on behalf of the LLC, each claiming to independently control the company, and filed simultaneous lawsuits in federal court for patent infringement and securities violations. The parties reached a creative and favorable settlement agreement which involved the drafting of a new company agreement, consulting agreement, and other corporate documents to protect the interests of the company’s investors.
Represented an international distributor of petrochemical decontamination products in the termination of an employee who had misappropriated proprietary and trade secret information, shared that information with a competitor, and attempted to divert ongoing customer relationships from the company. Counsel from Houston, Italy, Qatar, and Thailand worked together to draft termination documents to the employee and notice letters regarding post-employment obligations to the competitors and customers which complied with relevant laws in all four countries.
Represented an international petrochemical services company in a dispute with a former contractor involving the contractor’s entitlement to post-termination commissions.
On behalf of a major Texas-based insurance agency, drafted a successful brief in support of a temporary injunction. The court granted the injunction and prohibited the former employee from using confidential information the employee had removed from the agency’s computer system to operate a competing business.
Represented Kirby Grove Lofts Venture, LLC, an affiliate of Midway, in the refinancing of the Avenue Grove multifamily development. The Lender was Wells Fargo.
Represented Elite Street Capital Waterstone Equity DE, LLC, in a debt refinance of apartments in Baltimore County, Maryland. The Lender was The Federal Home Loan Mortgage Corporation (Freddie Mac) and the Loan Servicer was Greystone Servicing Company, LLC.
Represented Midway in the refinancing of their construction loan into permanent financing for the 100 Park multifamily development at Century Square in College Station, Texas.
Represented a minority owner of a food processing business in connection with the sale of that ownership interest to another owner of the business.
Represented a designer, developer and producer of antenna systems and radio frequency circuits in the sale of its capital stock to an Irish based technology company.
Represented the owners of Kingsley Constructors, Inc. (“Kingsley”) in the sale of all of the stock of Kingsley to MasTec.
Represented a residential subdivision developer in the acquisition of an approximately 88-acre tract of land in Collin County, Texas, and drafted and negotiated the development and construction agreements, off-site easements and related agreements, and public improvement district restrictions and documentation.
Assisted national wholesaler of products and services for the multi-family apartment industry acquire a San Diego based company for $7.5 million.
Represented Better Bags, Inc. (a distributor of plastic bags used in the supermarket industry) in the sale of substantially all of its assets to Hercules Poly, Inc.
Represented of national home builder in the acquisition of an approximately 80-acre tract of land in Harris County for development as a residential subdivision community, and negotiation of associated conveyance documents, land bank documents, development agreements with adjacent land developer, and financing and reimbursement agreements with the Municipal Utility District.
Assisted with the corporate reorganization of a billion dollar enterprise, including the amended and restated of over 180 limited partnership agreements and limited liability company agreements.
Represented the seller of all stock in a electrical process heater corporation in a two tranche closing, with the first closing valued at approximately $25,000,000 and the second closing value being determined in 2021 based on a multiple of the company’s EBITDA. Drafted the disclosure schedules, restrictive covenant agreements, corporate consents, secretary certificates and funds flow spreadsheet.
Represented the buyer of a local residential remodeling business. Responsible for the transaction from inception to close, including the drafting of all documents and negotiation with the seller.
Represented the seller of an orthodontic practice in Houston, Texas. Handled revisions to the asset purchase agreement, clearing of all encumbrances and drafting of disclosure schedules.
Represented the buyer of the assets of a computer forensics business, including the review of due diligence materials, preparation of disclosure schedules and drafting and revision of ancillary documents.
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.
Represented the seller of twenty-seven (27) franchises and locations of a national burger fast food restaurant with a purchase price of approximately $65,000,000. Active in day to day management of the transaction, drafting of the asset purchase agreement and other ancillary documents, reviewing and responding to the objections to the title commitment and responsible for obtaining all landlord consents and estoppel certificates.
Represented the buyer in the purchase of two ground lease locations of a national chicken fast food restaurant in Houston, Texas, with each purchase valued at approximately $2,000,000. Handled the transaction from inception to close and served as primary point of contact for the client.
Represented the buyer of a national chain of dollar stores in Harris County, Texas. Responsible for drafting ancillary documents, due diligence regarding the property and handling the closing.
Represented the buyer in the purchase of several tracts of land in Polk County, Texas. Responsible for the review of due diligence materials and surveys, drafting of corporate consents, closing statement and other closing documents, and handling the closing.
Represented Houston-based Welcome Group in the contribution of its portfolio of real property to a newly-formed joint venture with New York-based Almanac Realty Investors, which committed $300 million in growth capital to the new venture.
Assisted national wholesaler of products and services for the multi-family apartment industry acquire a San Diego based company for $7.5 million.
Obtained defense verdict in the representation of a corporation being sued in a wrongful death action and the corresponding probate matters arising out of that dispute.
Obtained a plaintiffs verdict in upholding a tax planned will for the beneficiaries in a will contest lawsuit.
Represented executor and named beneficiaries in a $15 million estate regarding the division of assets including various trusts and family partnerships.
Represented executor and head of a charitable foundation in litigation involving multiple assets and the divisions of multiple tracts of valuable real estate.
Represented named beneficiary and daughter of a major steel manufacturer in obtaining multi-million dollar settlement of her father’s estate.
Represented individual trustee in actions involving multiple beneficiaries of a multi-million dollar trust holding numerous assets including stock in a privately held company.
Obtained multiple defense verdicts in favor of numerous Texas grocery store chains in actions against the State of Texas for violations of contracts to deliver food services under the Woman Infants and Children’s Program in Texas.
Represented an energy company in litigation with foreign governmental entities and companies over contract dispute, tortious interference and breach of fiduciary duty.
Obtained a defense verdict for a bank and its holding company in a shareholder suit.
Represented a Texas-based energy company in numerous contractual disputes over environmental reporting.
Represented a Texas-based energy company in numerous contractual disputes over environmental reporting.
Texas counsel for Houston-based construction company on numerous matters including contract litigation.
Represented several large corporations and individuals in matters involving various contractual and business tort disputes, including fraud, misrepresentation, breach of fiduciary duty, and breach of contract.
Represented several large corporate fiduciaries in their respective roles as trustees, executors, and/or administrators of trusts and estates as well as individuals in guardianship proceedings and various lawsuits related to wills, trusts, and estates.
Served as Temporary Administrator over estates holding multiple assets including stocks, cash, valuable real estate, and oil and gas.
Represented several large corporate fiduciaries in their respective roles as trustees, executors, and administrators of estates in both contested lawsuits and administrative matters related to wills, trusts, and estates.
Represented clients in all types of contested probate, trust and fiduciary litigation through trial, summary judgment, and mediation.
Represented several large corporations and individuals in matters involving various contractual and business tort disputes, including fraud, misrepresentation, breach of fiduciary duty, and breach of contract claims through trial, summary judgment, and mediation.
Represented grocers in administration disputes with the State of Texas through trial at the administrative level.
Represented a national bank in the foreclosure and sale of several properties.
Successfully defended a property management company with communities across Texas in a repair and remedies case brought by a tenant.
Participated in representation of employer in employment discrimination case involving alleged sexual harassment, retaliation, and invasion of privacy.
Handled Public Information Act requests for a private university’s police department.
Represented national insurance carrier in multiple negligence cases, each case resulting in a favorable ruling or successful pretrial settlement.
Represented a client in connection with a structuring investment entity and subsequent acquisition of oil and gas leases, covering 50,000 acres within Montana (Bakken Shale).
Represented a private drilling contractor in connection with divestiture of 12 drilling rigs.
Represented a private exploration and production company in connection with divestiture of approximately $105,000,000 of working and non-working interests in oil and gas wells located in East Texas.
Represented a private Measurement-While-Drilling company in a $197,500,000 merger with a public special purpose acquisition company.
Represented a private rig communications company in a $23,500,000 equity sale to a Norwegian private equity fund.
Represented a private core pressure analysis company in a $65,000,000 sale to a subsidiary of a public energy services company.
Represented a private oilfield equipment rental company in a $85,000,000 stock sale.
Represented a private company in connection with the acquisition of a Michigan and Oregon cell tower portfolio (28 towers) from a subsidiary of a Fortune 50 telecom company.
Represented a software company in development, licensing and management of broadband trading platform software for a commodity trading subsidiary of a Fortune 50 power and pipeline company.
Represented a private elevator manufacturing company in connection with a $36,000,000 asset sale to a publicly-traded Swedish industrial manufacturing company.
Represented an international drilling contractor in connection with structuring and negotiating rig ownership and drilling operator joint ventures in Libya, Kuwait and Nigeria.
Represented a specialty drill bit manufacturing company in a $37,000,000 merger transaction.
Represented a U.S. subsidiary of a publicly-held Danish company in connection with a $768,000,000 acquisition of a Swedish manufacturing company.
Represented a portfolio company of a Norwegian private equity fund in a $10,000,000 acquisition of a private UK video technology company.
Represented a telecom platform software company in Series A and Series B rounds in connection with an aggregate $26,000,000 equity capital raise.
Represented a domestic drilling contractor in connection with $120,000,000 financing and acquisition of oil and gas drilling rigs.
Represented numerous entities in connection with financing and acquiring gas pipelines and gathering and processing facilities.
Represented purchaser in connection with acquisition of retail properties
Represented local landlord in negotiation and preparation of various retail leases with both national chains and local businesses
Represented tenant company in negotiation and preparation of office leases for branches statewide, including the Dallas-Fort Worth, Houston, and South Texas metroplexes
Won summary judgment dismissing a Texas Uniform Fraudulent Transfer Act suit filed against a Texas-based, public accounting and advisory services company in which the plaintiff alleged our client was the wrongful recipient of over $1.8 million worth of client information and company goodwill. Entire case dismissed on summary judgment.
Ongoing representation of a Chinese based company in connection with its international expansion strategy for export of agricultural related products (including capital raises and restructure transaction in anticipation of capital raises).
Representation of a medical group in connection with the organization and capitalization of an entity for physicians to invest proceeds and negotiation of a subsequent joint venture with a major hospital system to open and operate a new freestanding emergency and urgent care facility.
Representation of an oil and gas related company in connection with its capital raise through a private placement under Regulation D of the Securities Act of 1933.
Represented a Houston-based entrepreneur in connection with the strategic restructure of personal investments in over 60 entities involving land development, retail, private equity, specialty finance, oil and gas, industrial and build-to-suit.
Represented oil and gas firm in the acquisition of several related oil and gas related technology businesses.
Represented Integra Realty Resources – Houston and IRR-OC (real estate appraisal and services companies) in the sale of their businesses to Jones Lang LaSalle (JLL).
Representation of the developer of a multi-phase, mixed-use, urban infill development in Houston.
Representation of a developer and operator of multi-unit residential facilities.
Represented a North American midstream energy logistics and infrastructure company in connection with securing a long-term ground lease covering approximately 75 acres of unimproved land for the development and operation of a rail terminal.
Represented the developer of a 30-acre mixed use development in College Station, Texas, including multifamily, hospitality and retail components.
Preparation of condominium declaration and related governance documents for mixed-use condominium project in Houston.
Represented developer in drafting subdivision restrictions and related property owner association governance documents.
Represented real estate developers in the acquisition of raw land for residential construction.
Pursuing claims on behalf of a Houston-based drilling company for breach of fiduciary duty against its former attorney. The attorney overcharged for its services by marking up third-party expenses and misrepresenting the work performed in its billing statements.
Pursuing claims on behalf of a Texas-geoscience company against a crime insurance policy carrier. A former employee defrauded the company by stealing more than $2 million worth of iPhones and Blackberries. The carrier denied coverage under a commercial crime policy.
Pursuing claims on behalf of a shopping mall developer in The Woodlands, Texas, for breach of a commercial lease. The unsuccessful tenant abandoned the property and attempted to terminate the lease on the basis that the landlord did not provide sufficient parking.
Pursued claims on behalf of a developer for breach of a contract following its attempt to purchase a piece of real estate. The client executed an agreement to purchase the property with an agent for the seller, but was then informed that the property’s tenant had exercised its right of first refusal to purchase the property. Our client subsequently learned that the seller backed out of the sale with the tenant and our client sought to enforce its original purchase agreement. The seller argued that the agent who brokered the deal did not have authority to execute the agreement with our client. The parties settled the lawsuit on favorable terms to our client.
Defending a technology managed services firm against claims for breach of a commercial lease. Pursuing counterclaims against the landlord for constructive eviction because the client was forced to abandon the lease as a result of recurring roof leaks. The roof leaks caused mold and mildew to grow and prevented employees from being able to work from the office.
Represented the buyer of a privately-owned golf course in Austin County, Texas.
Represented the borrower in a $65 million refinancing of the retail component of a mixed-used development.
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 a national retailer in connection with a $280 million credit facility secured by borrower-owned locations.
Negotiated disposition of trust funds, and dismissal of all claims asserted in Texas state district court, against out-of-state loan servicing company in connection with dispute over commercial borrower’s assignment of consumer loans pledged as collateral for commercial loan transaction.
Representing innovative litigation finance platform in dispute pending in state district court that arose between attorney borrowers and lender over on-platform transaction, and in multi-million dollar dispute pending in commercial arbitration with lender over collapsed business relationship.
Obtained summary judgment on all claims asserted by commercial landlord following material breach and termination of commercial real estate lease.
Represented a private equity purchaser of a controlling interest in an oilfield trucking business located in California.
Represented an owner of a lighting poles and standards manufacturing business in the acquisition of outstanding partnership interests from the remaining owners.
Represented the owner and operator of bulk storage facilities in the acquisition of a 430,000 barrel storage facility and terminal and the acquisition of approximately 220 acres of undeveloped real property for future development.
Represented a provider of VoIP voice and data services in the merger with a value added retailer of VoIP services in another market.
Represented the minority owner and operator of free standing emergency centers in the sale of the membership interests to a national hospital operating company.
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 Integra Realty Resources – Houston (a real estate appraisal and services company) in the sale of its business to Jones Lang LaSalle (JLL).
Represented regional sponsor and developer of free standing emergency departments in connection with a consolidating restructure transaction in anticipation of a sale of the consolidated enterprise.
Represented regional sponsor and developer of free standing emergency departments in multiple capital raises through private placements under Regulation D of the Securities Act of 1933.
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.
Represented private equity backed company in the workforce third-party administrator and toxicology lab business as lead merger and acquisition counsel in multiple acquisitions in furtherance of their growth by acquisition strategy.
Representing a real estate trust that owns, develops, and operates shopping malls in various capacities. Representation includes addressing, bonding around, and invalidating materialmen and mechanics’ liens and resolving disputes with tenants over fees, leasing payments, nuisance allegations, and more.
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.
After a client, a technology developer and implementer, terminated one of its regional managers for performance issues, the employee sent a demand letter for bonus and other severance payments allegedly owed under his employment agreement. Although the employee was initially poised to sue the client, quick action, strong legal strategy, and adept negotiations completely disposed of the demands without the need for settlement or litigation.
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 commercial lender in lawsuit brought by a borrower relating to an allegedly defective mobile home. The lender was dismissed from the lawsuit after BoyarMiller identified and successfully moved to enforce an indemnity agreement between the lender and the mobile home manufacturer.
Developed, on behalf of financial institution, a strategic roadmap for handling borrowers’ requests for information in compliance with the Real Estate Settlement Procedures Act (“RESPA”) and other applicable law.
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.
Represented a developer in connection with the acquisition of raw land and development of stand-alone acute and emergency care medical facilities throughout Texas.
Representation of a developer and operator of multi-unit Alzheimer’s residential facilities
Representation of a startup developer/operator of acute care micro-hospitals throughout the Midwest in connection with: • Initial organization • Two series of friends and family fundraising • The negotiation of several hospital system joint ventures • A private equity investment by a Dallas-based private equity firm • Bank credit facility • The formation of physician staffing company subsidiary • Acquisition and development of real estate • Employment and HR matters
Representation of a Texas-based 24-hour emergency medical care company in connection with a private equity investment by Austin Ventures and the development of joint ventures with non-profit hospital systems in San Antonio, Dallas Ft. Worth and Austin, Texas and Denver, Colorado for the development of 20+ micro-hospitals
Represented 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.
Defending oilfield inspection company in an FLSA overtime lawsuit relating to the classification of its inspectors as exempt employees.
Represented volunteer fire department in lawsuit brought by group of employees alleging failure to properly calculate and pay overtime.
Represented oilfield equipment rental company in FLSA lawsuit alleging the company’s practice of paying its operator employees a salary plus a day rate and bonus failed to properly compensate non-exempt employees for overtime hours worked.
Represented waste removal and disposal company in FLSA lawsuit brought by group of employees alleging the company improperly used a day rate of pay resulting in the failure to properly compensate the company’s laborers for overtime hours worked.
Representing employers in various industries relating to the development of policies and procedures for determining contractor/employee classification and exempt/non-exempt employee classification.
Represented tow-truck company in an investigation brought by the United States Department of Labor relating to the company’s classification of its tow-truck drivers as independent contractors rather than non-exempt employees and its failure to compensate the contractors for overtime pay.
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.
Represented non-profit developer in development agreement and long term ground lease with City of Houston for development of Midtown Arts and Theater Center Houston (“MATCH”), a 1-block theater and flex space facility for visual and performing arts, and related office and rehearsal space for rent to emerging non-profit arts groups, including a multi-year grant agreement with Houston First Corporation, tax rebate agreement with City of Houston and adjacent for-profit developer, long-term parking easement in adjacent developer’s parking garage, and representation on construction contract issues.
Successfully represented mixed-use real estate developer in claims for breach of contract, breach of warranty and construction defect against its former general contractor involving substantial water infiltration in two luxury apartment buildings.
Representing Houston-based real estate developer in Texas state court action involving claims for breach of contract and declaratory judgment related to a retail anchor-tenant’s breach of its lease and the resulting delay in funding and construction of a sizeable mixed-use commercial retail development.
Represented 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.
Obtained an emergency motion for protection in federal court on behalf of a non-party where non-party had been subpoenaed to produce voluminous records and communications between the non-party and the non-party’s former and present clients. The emergency relief obtained completely relieved the non-party’s clients from complying with the subpoenas.
Negotiation of Chapter 380 and development and reimbursement agreements with various utility districts and private water and wastewater service providers.
Represented the purchaser of waterfront property adjacent to the Port of Texas City from a subsidiary of Dow Corning.
Preparation of restrictive covenants for master-planned mixed-use communities in Dallas-Fort Worth region, including various subordinate restrictive covenants and condominium documentations.
Represented a Texas-based home builder in AAA arbitration against construction defect claims made by a home buyer.
Represented a regional shopping mall developer in a Landlord/Tenant dispute.
Represented medical services professional in wrongful termination matter involving unique issues of disability, perceived disability, and failure to accommodate under the ADA and ADAAA.
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.
Successfully settled a theft of trade secrets case in which a former employee downloaded the entire contents of his former employer’s cloud-based information system to several different electronic devices just prior to giving notice of his resignation. In this dispute, former employee left a geosynthetic lining company to work for a competitor performing a substantially similar role in the same geographic region. Obtained a temporary restraining order and temporary injunction enjoining the former employee from using any of his former employer’s confidential information while working at the competitor. Through the pendency of the suit, conducted an electronic forensic review of the former employee’s electronic devices and cloud-based storage systems discovering evidence of spoliation. After a spoliation motion was filed, the matter was successfully resolved.
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 professional services firm in a gender discrimination, harassment, and retaliation dispute brought by a former employee alleging sexual harassment and hostile work environment. Successfully avoided a lawsuit through pre-suit mediation with the Equal Employment Opportunity Commission. The dispute involved unique issues relating to outside-the-office conduct and text-messaging.
Represented a California-based construction and retail real estate development, re-development, and renovation company in a multi-state dispute concerning the use of its name by a former shareholder. A resolution was obtained shortly after filing a lawsuit seeking a temporary restraining order, temporary injunction, and permanent injunction.
Defended two Montgomery-area physicians against claims by their former employer. The former employer, a Conroe-area hospital, alleged the physicians breached a noncompetition and nonsolicitation agreement when they left to open their own practice. Successfully defended the physicians against the former employer’s efforts to obtain an injunction. The case settled soon after the court denied the former employer’s request for an injunction.
Defended two Conroe-area physicians against claims by their former employer. The former employer, a Conroe-area hospital, alleged the physicians breached a noncompetition and nonsolicitation agreement when they started their own family practice. The hospital also claimed the physicians breached fiduciary duties of loyalty by unfairly competing with the hospital. The trial court denied the hospital’s request for a temporary injunction, allowing the physicians to continue serving their patients and the Conroe area. The case settled soon after the denial of the temporary injunction.
Representation of a Houston-based veterinary practice in its sale.
Representation of a revenue cycle management company in its initial organization and ongoing corporate needs.
Representation of a memory care facility in connection with its initial organization and round one capital.
Representation of a developer and operator of multi-unit Alzheimer’s residential facilities
Representation of a startup developer/operator of acute care micro-hospitals throughout the Midwest in connection with: •Initial organization •Two series of friends and family fundraising •The negotiation of several hospital system joint ventures •A private equity investment by a Dallas-based private equity firm •Bank credit facility •The formation of physician staffing company subsidiary •The formation of billing and collections subsidiary •Acquisition and development of real estate •Employment and HR matters
Representation of a Texas-based 24-hour emergency medical care company in connection with a private equity investment by Austin Ventures and the development of joint ventures with non-profit hospital systems in San Antonio, Dallas Ft. Worth and Austin, Texas and Denver, Colorado for the development of 20+ micro-hospitals
Representation of the developer of a multi-phase, mixed-use, urban infill development in the negotiation of the underlying development services agreement and the negotiation of a long-term lease agreement with a regional grocer as the key tenant for the first phase.
Represented an oil and gas processing company in the sale of 44 acres of property along with related operating assets in Baytown, Texas, to a newly-formed portfolio company focused on purchasing and developing refined-products logistics and processing assets.
Represented a global downhole well intervention company in suit filed by drilling company after drilling tools became stuck in well. Drilling company sought damages for recovery expenses, contractual damages and lost revenue based on the allegation that client’s tool malfunctioned and caused the incident. Obtained a favorable settlement in which plaintiff dismissed its suit and client paid no damages.
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.
Representing an employer to enforce a non-competition agreement against a former employee.
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.
Won a unanimous jury verdict for one of Houston’s oldest title insurance agencies in a dispute with its landlord for breaching an exclusive use clause in the client’s lease. After a week in trial, the jury awarded the client a judgment for its damages, including attorney’s fees.
Won a unanimous jury verdict for a homeowner against a designer hired to provide interior design services. Although the client paid the designer for several decorative pieces, the designer failed to purchase the items and then refused to return our client’s money. The designer filed a counter-claim for the amount of money he alleged was still owed under the terms of the parties’ agreement. The jury rendered a verdict in favor of our client finding that the designer breached their agreement.
Won a jury verdict for an independent oil and gas exploration company for damages to one of its production platforms in the Gulf of Mexico. After a week-long trial, the jury awarded damages that were caused by another oil company’s crew boat running into the platform.
Successfully represented a Fortune 200 client in an arbitration hearing that upheld the termination of an employee with a disability who claimed he was the victim of discrimination. The employee, who suffers from attention deficit-hyperactive disorder (ADHD), filed a lawsuit under the Americans with Disabilities Act (ADA) claiming his disability prevented him from meeting performance goals set by the company and he should receive a reasonable accommodation to be exempt from the performance standard. The company and employee engaged in an interactive process and the employee was allowed to request his own accommodation. The employee requested additional one-on-one training, which was provided and he was given an opportunity to improve. He was not terminated until his performance declined. The arbitrator determined that the termination was valid and not discriminatory.
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.
Won a unanimous jury verdict for an owner of a hotel against a large group customer who canceled a series of contracts claiming the hotel’s service has diminished. The customer preemptively sued the client. Counter-claims were filed on behalf of the client and, at trial, the customer’s claims were dismissed via directed verdict. The jury rendered a verdict in favor of the client finding that the customer breached the contracts.
Won a summary judgment for a popular local restaurant in a lawsuit filed by a competing restaurant in the same shopping center. The plaintiff sued the client in an effort to shut down their operations claiming certain lease covenants were being violated. The competing restaurant alleged it was a third-party beneficiary to the client’s lease with the center’s landlord. After briefing the issues to the trial court a summary judgment was granted dismissing all of plaintiff’s claims within four months from the date the lawsuit was filed.
Won a multi-million dollar arbitration award on behalf of the owners of a software company against an oilfield services company who purchased their company. The claims and recovery related to misrepresentations made during negotiations and execution of a stock purchase agreement. After 15 days of evidence, the three-member panel ruled unanimously in favor of our client.
Won a unanimous jury verdict of $1.3 million on behalf of two former partners of an accounting firm based on the accounting firm’s failure to pay amounts owed to the partners following their separation from the firm, including amounts owed to them for the repurchase of their shares of stock in the accounting firm. The jury also unanimously rejected a counterclaim filed by the accounting firm in which the firm sought more than $750,000 in damages based on alleged breaches of non-compete provisions, confidentiality provisions, and buy-sell provisions of the partners’ employment agreements which would have required the former partners to pay the firm for any clients that left with the former partners.
Represented the founder and owner of a steel processing facility in the sale of substantially all of the assets of the business and lease of the related real property to a national steel distribution company.
Represented the founders of a privately owned mortgage origination and servicing business in the exercise of an option to sell a portion of their remaining interest in the company after a majority interest was acquired by an independent investor.
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 founder and owner of a residential home engineering and inspection service company in the sale of a controlling interest to a private equity controlled entity.
Represented foreign investors in the acquisition of outstanding minority interests in a proprietary pipe coating joint venture including negotiation of access rights over adjacent real property and licensing agreements for proprietary technology.
Represented management in the acquisition of a certain real estate and the outstanding equity interests in an injection molding and precision machining business from a private equity owner.
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 diesel fuel blending and distribution terminal and related truck transportation operation in the restructure of outstanding indebtedness and equity ownership interests.
Represented the minority owners and operators of a multi-location fast casual food franchise in the transfer of majority ownership from one private equity owner to another private equity owner and the restructure of operating lines of credit.
Represented the owners of a horizontal boring business in partial recapitalization and debt restructure.
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.
Obtained a restraining order and temporary injunction against a company attempting to compete in violation of a non-competition agreement signed in a purchase agreement. The client had purchased the business from the opposing side and included a non-competition agreement. The opposing side then tried to set up a competing company using other individual’s names in the competing company’s organizational documents. After the temporary injunction was granted, a settlement was reached which removed the competitor from the market.
Won an arbitration award on behalf of a custom home builder against its customer for breaching the construction contract and wrongfully withholding draw payments. After a week-long arbitration hearing, the client was awarded its past due draws, attorney’s fees and arbitration costs.
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.
Served as lead counsel to 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.
Represented the City of Austin in the acquisition of a golf course for municipal use.
Represented local entrepreneur in the acquisition of an online, investigative and rumor-based publication in the financial sector.
Represented shareholder in buyout of remaining shareholder in the commercial paving industry.
Represented the developer of master-planned communities in the purchase of raw land for residential construction.
Successfully defended a client with over 4,000 employees in more than 15 different discrimination lawsuits including, but not limited to, claims of age, race, religion, and disability discrimination.
Won an appeals court decision upholding a summary judgment awarded in favor of a client relating to a breach of a settlement agreement. The opposing party claimed that provisions of the settlement agreement were unenforceable because they violated the Texas usury laws. The trial court granted summary judgment finding the usury laws were not implicated and awarded attorney’s fees to the client. The trial court’s ruling was upheld on appeal.
Won an appeals court decision upholding a summary judgment awarded in favor of a business client. The underlying claims related to whether the client had properly exercised the renewal option in its commercial lease. The trial court granted summary judgment finding the renewal was properly exercised and awarded attorney’s fees to the client. The trial court’s ruling was upheld on appeal.
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 temporary injunction to remove a company officer who was stealing from the company. The representation included counseling a group of minority shareholders who obtained sufficient written consents to restructure the board of directors and then elect new officers to remove the CEO who had the company’s intellectual property assigned to himself. After the temporary injunction was granted an agreement was reached that returned the intellectual property to the company.
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.
Successfully defended a hospital system in a qui tam action alleging Medicare and Medicaid fraud under FCA. Representation included working with DOJ who declined to intervene and then successfully defending the underlying lawsuit against the qui tam Relator.
Represented a Houston-based provider of mudlogging services in a sale of its U.S. and Brazil-based assets and its equity interests in 4 foreign subsidiaries (domiciled in Singapore, Thailand, Hong Kong and Malaysia) to a UK-based private equity fund.
Represented a Houston-based engineering and construction firm in the purchase of a welding and specialty machining business serving the oil and gas industry.
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.
Represented the owner of a Houston-based industrial pump services company in connection with the sale of all of the capital stock of the company to a Chicago-based private equity firm.
Represented Midway in a collaborative partnership with Texas A&M University, among others, in connection with the financing, development and pre-leasing of phase one of an approximately 60 acre multi-phase mixed-use project in College Station, Texas known as Century Square, which, once complete, will include two full-service hotels, office, retail, restaurants, entertainment, loft apartments and more.
Represented a Texas-based IT services and support company in connection with the divestiture of company assets to a global provider of IT business solutions.
Represented a restaurant and bar in defense of a claim under the Fair Labor Standards Act. The plaintiffs were former waitresses and bartenders claiming tip pool violations. The case was settled on favorable terms to the client after minimal discovery.
Represented a title company in defense of a claim under the Fair Labor Standards Act. The plaintiffs were assistant escrow officers claiming unpaid overtime. The case was settled on favorable terms to the client after minimal discovery and briefing on key legal issues.
Won a summary judgment on behalf of an independent geologist in a case brought by a working interest owner concerning acquisition and development of oil and gas leases. Claims included breach of contract, tortious interference with contractual relations and conspiracy. Plaintiff failed to consent to additional acreage under the Joint Operating Agreement and sued fellow working interest owners for almost $10 million in damages.
Won a summary judgment on behalf of an oil-field services company who was sued for allegedly misappropriating trade secrets from a competitor. When the client hired away the opposing side’s salesman it sued. Summary judgment was awarded when it was shown that the opposing side did not have a valid trade secret as a matter of law.
Won a summary judgment confirming a client’s rights to certain intellectual property under a license agreement that was deemed to be exclusive, perpetual and irrevocable. The other side claimed that the license agreement expired after a certain term, but information obtained during discovery disproved that theory.
Won a summary judgment that certain individuals lacked standing to sue a broker-dealer for investments made by entities owned and/or controlled by those individuals. The individuals claimed that they had a beneficial interest in the entities, but the court held that only the entities who purchased the securities could sue.
Successfully defended both a no-evidence and a traditional motion for summary judgment moving to dismiss all claims filed by a mixed-use real estate developer against its former joint-venture partner.
Represented various landlords and real estate developers in the negotiation of office and retail leases with national chains and local tenants.
Represented a Houston-based restauranteur in the strategic acquisition of a café and bakery concept.
Represented the portfolio company of a national private equity fund in the strategic acquisition of several manufacturers of drilling tools and perforation equipment.
Represented the Metropolitan Transit Authority of Harris County, Texas (METRO) in the acquisitions of right-of-ways along light rail routes and in the sale of right-of-ways along the Westpark Tollway corridor to the Fort Bend County Toll Road Authority
Represented a Midland, Texas-based company in the sale of their minority interest in an international pipeline composite liner manufacturer.
Represented the developer of a luxury hotel in downtown Houston in the acquisition and development of the property, including capital formation and construction financing.
Represented a Houston-based software developer in capital formation and general contract negotiations.
Represented a Houston-based general contractor in capital formation and senior debt facilities.
Represented oil and gas technology company in its recapitalization with existing investors.
Represented a private company in its acquisition of an oil and gas services company.
Represented United Kingdom-based private equity group in its acquisition of substantially all of the assets of a Houston-based oil and gas services company.
Represented parts distributor in the sale of substantially all of its assets.
Represented accounting firm in its divestment and acquisition of several businesses.
Represented private company seeking to raise $4 million to invest in luxury resort projects.
Preparation of condominium declaration and related governance documents for mixed-use condominium project in the City of Houston, Texas.
Represented a regional shopping mall developer in a lawsuit arising from a dispute with its general contractor on the expansion of its retail development; resulting in three (3) separate lawsuits involving claims by client/developer against the contractor for construction chargeback items, delay damages, and deductive change order work.
Represented a dentist and her practice against claims by another dentistry practice for tortious interference. The plaintiff alleged the defendant tortiously interfered with a noncompetition agreement it had with another local dentist by conspiring to solicit patients in violation of the agreement. Successfully obtained an early dismissal in exchange for a nominal settlement payment.
Defended two Montgomery-area physicians against claims by their former employer. The former employer, a Conroe-area hospital, alleged the physicians breached a noncompetition and nonsolicitation agreement when they left to work for another hospital. Successfully obtained a summary judgment that the physician noncompetition agreements were not enforceable because they did not contain a clause related to the continuing care of patients with acute illnesses. The case settled soon after the court granted the physicians’ motion for summary judgment.
Represented real estate developer in dispute arising from the seller’s breach of a contract for the sale of real estate. The seller executed the contract for sale to the developer, but refused to close the sale, claiming the agent that brokered the deal did not have authority to negotiate on its behalf.
Pursued claims on behalf of the owner of a Houston shopping mall for breach of contract and indemnity. A subcontractor sued the general contractor and owner for non-payment. The owner filed a separate lawsuit against the general contractor for indemnity and breach of contract for failing to pay the subcontractor.
Obtained summary judgment in bill of review proceeding initiated to vacate default judgment in state district court, which had been rendered without proper service of process on non-resident defendant under the Texas long-arm statute.
Obtained favorable decision from Texas Supreme Court on behalf of financial institution; petition for review was granted to reinstate a jury verdict denying liability for wrongful payment claim, which had been disregarded by the trial court and intermediate court of appeals.
Represented a safety and compliance consulting company in high-exposure automobile death case filed by estate of decedent against multiple involved parties. Obtained a dismissal of the client from the lawsuit without payment of any damages.
Represented a manufacturer of frac and mud pumps utilized in the oilfield in breach of contract and fraudulent inducement action against company providing engineering and design support of equipment. Obtained a favorable settlement on behalf of client.
Represented refinery services company that sells proprietary products and services to petroleum and chemical refineries globally in a lawsuit against a group of contractors that misappropriated our client’s proprietary products and services. After successfully securing discovery from refineries in foreign countries confirming the facts supporting our client’s claims, the matter settled with our client receiving every dollar of lost sales and effectively ending the former contractors’ attempts to establish a competing company.
Represented a world leader in premium insulation coatings against a former distributor based on claims for breach of a written distributor agreement, as well as claims for breach of oral agreements or, alternatively, quasi-contractual claims such as promissory estoppel and unjust enrichment. Following written discovery and depositions of the named parties, certain third-parties, and experts, both parties moved for summary judgment – we moved on all of plaintiff’s claims and plaintiff moved solely on liability for its contractual claims. With the summary judgment motions pending, the matter settled on confidential terms.
Successfully obtained Temporary Injunction and Permanent Injunction on behalf of client against former employee. The client was a refinery maintenance contractor who brought suit alleging the former employee breached non-compete and non-solicitation covenants, and the former employee asserted counterclaims for damages arising out of termination of employment. After securing a Temporary Injunction that prohibited the former employee from competing and soliciting clients, the matter ultimately settled with entry of Permanent Injunction and no payment to employee for alleged damages.
Defended clients operating a start-up oil field services company in a lawsuit brought by an established competitor alleging claims against our clients for misappropriation of trade secrets, breach fiduciary duty, and conspiracy and seeking to completely shut down our clients’ business. After a six day temporary injunction trial, the lawsuit settled on terms that allowed our clients to continue their business in competition with former employer.
Represented supplier of oilfield steel for use in the oil and gas industry in a lawsuit brought by a competitor alleging a former employee provided our client (his new employer) with confidential customer lists, vendor contact information and sales data owned by his former employer. Successfully obtained transfer of lawsuit from United States District Court for the Northern District of Illinois to the Southern District of Texas based on argument that Texas was a more convenient forum as the location of material events, the residence of defendants and most potential non-party witnesses, as well as the relative interests of justice.
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.
Won a unanimous arbitration award on behalf of a former senior executive officer and director of a privately held bank with over $1.0 billion in assets. Our client was sued by the bank in state district court for breach of fiduciary duty, misappropriation of trade secrets, and conversion following his resignation from the bank. In the state court proceeding, we successfully dissolved an ex parte restraining order and compelled the lawsuit to arbitration. In the arbitration, the bank sought over $20,000,000 in damages and we asserted counterclaims against the bank for tortious interference with contract and failure to pay wages. After a five day arbitration and significant post-hearing briefing, the three member arbitration panel ruled in favor of our client on all claims and awarded all damages sought pursuant to our counterclaims.
After negotiations for a purchase of a client by a potential buyer fell apart, the buyer threatened to use the confidential and proprietary information it obtained during the due diligence phase against that client. Within two weeks of receiving that threat, Lauren negotiated the destruction and/or return of all such information to my client and obtained assurances that it would not be used in the future.
Represented major LED designer and manufacturer in dispute with competitor involving claims of misappropriation of trade secrets, patent infringement, and conspiracy.
Registered trademarks on behalf of a successful barbeque restaurant, providing advice on how to best and most economically protect the restaurant’s dining, catering, and product brands.
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.
On behalf of oilfield services client, drafted compelling motions for summary judgment in two catastrophic personal injury cases, putting pressure on the opposite side and resulting in a highly favorable settlement with plaintiffs.
Currently representing a chemical refinery in a dispute with its general contractor over a failed project to expand and renovate the refinery’s facility. In addition to allegations of breach of contract and fraud, the dispute has resulted in liens filed by subcontractors against my client, which have been efficiently settled.
Represented oil and gas clients in connection with various actions to quiet title and/or address notices of lis pendens, including suits against groups of mineral royalty owners.
Advised global manufacturer of steel products on innovative uses of constitutional and statutory mechanic’s and materialman’s liens, to enable my client to strategically secure payment of outstanding accounts from owners and subcontractors.
Resisted invasive discovery sought from client, now general counsel of a leading waste and recycling company, by his prior employer. The prior employer threatened to sue the client for violation of a non-compete agreement, among other things. Through avid advocacy, both before the court and to opposing counsel, BoyarMiller was able to resolve the discovery dispute—and extricate the client from the proceeding—by producing a reasonable and manageable nucleus of discovery.
On behalf of top banks and mortgage companies, researched and drafted numerous, successful motions for summary judgment disposing of wrongful foreclosure, breach of contract, unfair lending, and deceptive trade practices claims brought by defaulting tenants.
Represented private equity fund in dispute with majority shareholder over direction and ownership of subject company, a pipe manufacturer. At outset of representation, potential courses of action included litigation and/or a risky buy-out of the majority shareholder’s stakes. Through active negotiations and constant pressure, Lauren enabled her client to avoid litigation entirely, instead negotiating a purchase and sale agreement resulting in a profitable, $1.2 million payment to her client.
Represented a nonprofit hospital system in the sale of two multi-building hospital facilities and related medical office buildings in the Rio Grande Valley.
Advised oil and gas producer client in connection with dispute about joint operating agreement, resulting in successful appeal before the Texas Fourteenth Court of Appeals. Critical to the success of the case was a well-reasoned interpretation of the AMI (“Area of Mutual Interest”) provision of the parties’ Joint Operating Agreement.
When a crude oil production company was threatened with an increased rate in violation of its transportation agreement with a pipeline company, Lauren intervened on its behalf. The pressure she put on the pipeline company, efforts which included seeking injunctive relief restraining the rate hike, triggered a favorable resolution of the dispute. The dispute implicated both Texas contract law and FERC energy regulations.
Represented manufacturer of oilfield machinery in lawsuit against major software company, where the manufacturer asserted claims for breach of contract and fraud. The dispute arose out of an unsuccessful SAP implementation and the software company’s breach of the parties’ Statement of Work. Lauren’s involvement began with pleadings and discovery, implicated intensive preparation with both fact and expert witnesses for depositions and trial testimony, continued through an aggressive dispositive motions phase, and culminated in a three-week jury trial. Achieved $29.8 million jury verdict as chair in that trial.
Represented employees in lawsuits against former employers based on employer’s refusal to pay past due compensation or to honor obligations under employment agreements and/or severance agreements.
Obtained dismissal of an antitrust action in federal court in Arizona.
Won a summary judgment on behalf of a software utilities and management company and its chief executive officer on a breach of contract claim filed by two of the company’s former employees. The former employees claimed they were owed approximately $360,000 based on an amendment to an original purchase agreement regarding the sale of a software program. Summary judgment was awarded when it was shown that the amendment lacked material terms and was unenforceable as a matter of law. Following summary judgment, the former employees settled their remaining claims on very favorable terms for our clients.
Won a jury verdict for a homeowner against a designer she hired to provide interior design services. Although our client paid the designer for several decorative pieces, the designer failed to purchase the items and then refused to return our client’s money. The designer filed a counter-claim for the amount of money he alleged was still owed under the terms of the parties’ agreement. A unanimous jury rendered a verdict in favor of our client finding that the designer breached their agreement.
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 defended a restaurant group in a lawsuit brought by a former employee claiming sexual harassment based on allegations that manager made sexual advances towards the employee and sent sexually explicit photographs to the employee. The lawsuit centered almost entirely on alleged conduct that occurred outside the workplace during non-working hours and presented unique issues relating to the employer’s affirmative defense under the Faragher/Ellerth line of cases.
Successfully negotiated resolution of complex, multi-million dollar dispute involving production of steel rig kits for use in offshore jack-up drilling rig application between an 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 supplier of oilfield steel for use in the oil and gas industry in a lawsuit brought by a competitor alleging a former employee provided our client (his new employer) with confidential customer lists, vendor contact information and sales data owned by his former employer. Successfully obtained transfer of lawsuit from United States District Court for the Northern District of Illinois to the Southern District of Texas based on argument that Texas was a more convenient forum as the location of material events, the residence of defendants and most potential non-party witnesses, as well as the relative interests of justice.
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.
Won partial summary judgment on behalf of restaurateurs on a breach of fiduciary duty/usurpation of a valuable partnership opportunity and oppression claim filed by restaurateurs’ partners. Also won a motion for partial summary judgment declaring a “Right to Participate” clause contained in the Partnership’s Operating Amendment invalid. Based on the alleged right to participate, the restaurateurs’ partners claimed to have an interest in a subsequent endeavor created and developed by the restaurateurs. Summary judgment was awarded when it was shown that the “Right to Participate” clause was invalid, and subsequently, the Court failed to find any breach of fiduciary duty or oppression on the part of the restaurateurs. Ultimately, this summary judgment led to a favorable settlement of the entire dispute for our clients.
Represented developer/purchaser of 100+ acres ($9MM) in Bexar County (San Antonio area) in acquisition and negotiation of development agreements with adjacent owners and San Antonio Water Systems (SAWS) for provision of utility service.
Represented developer/purchaser in acquisition of 300+ acres in Harris County ($6MM) and negotiation of water and sewer service contracts.
Represented developer/purchaser of acreage and residential lots in Fort Bend County, and related negotiation of development and cost reimbursement agreements with City and municipal utility district.
Represented developer in drafting of subdivision restrictions and related property owner association governance documents for mixed-use project in Frisco, Texas.
Won a summary judgment on behalf of a regional shopping mall owner on its breach of contract claims against a delinquent tenant. We were also able to obtain individual liability via summary judgment against the tenant’s former President who entered into contractual agreements with our client following the secret dissolution of the company.
Member of the trial team representing employees of Wellbore Energy Solutions, LLC, a subsidiary of Halliburton Company, against M-I L.L.C., a subsidiary of Schlumberger Limited, in a trade secret, covenant not to compete and tortious interference dispute in the United States District Court for the Southern District of Texas (M-I L.L.C. v. Chad Lee Stelly, et al., C.A. 4:09-CV-01552) involving completion tools for oil and gas wells.
Obtained favorable judgment from intermediate court of appeals, which affirmed a summary judgment denying a homeowner’s challenge to its mortgagee’s entitlement to fire insurance policy proceeds.
Represented a Houston-based entrepreneur in connection with the strategic restructure of personal investments in 60+ entities involving land development, retail, private equity, specialty finance, oil and gas, industrial and build-to-suit.
Represented Houston-based development company in its purchase, finance and re-finance of various warehouse, office and manufacturing spaces in Houston and surrounding areas.
Represented an oil field equipment company in connection with private equity investments and financing transactions.
Represented various U.K. and Norwegian entities in structuring and creating U.S. subsidiaries of foreign parent companies.
Represented Trendmaker Homes, Inc. in the sale of its developer rights to Cross Creek Ranch, a master-planned community located outside of Houston.
Represented a Texas-based company in its operation of emergency room facilities across the state, including the acquisition of the real estate, development of facilities, strategic corporate formation and joint venture transactions with national hospital systems.
Represented Kanaly Trust in the sale of the company to private equity firm Lovell Minnick Partners.
Obtained a summary judgment for a products manufacturer-creditor against the transferee of a bankruptcy debtor’s assets.
Represented a Houston-based real estate acquisition and development company in connection with a retail development in Bellaire, Texas.
Represented UK-based companies in connection with their global expansion into the United States and formation of US based subsidiaries
Ongoing representation of a Houston-based mezzanine fund in its acquisition, financing and sale of interests in various portfolio companies.
Ongoing representation of a $25 million private equity fund, having as its primary investment focus investments in low budget film productions, in connection with the fund’s formation, capitalization and investments
Represented a Houston-based private equity fund in the acquisition of an independent coil and air handler manufacturer.
Represented a Woodlands-based company in the acquisition of an oilfield services company based in the South Texas Eagle Ford Shale Formation.
Represented the purchaser in its purchase of all Jackson Hewitt locations throughout the Dallas, Texas and Knoxville, Tennessee markets.
Represented a Houston-based supplier of industrial gas cylinders and welder’s supply materials in its sale to a NYSE-listed, global Fortune 300 company.
Represented a Houston-based private equity fund with a primary focus on developing free-standing emergency rooms.
Represented a Texas-based provider of wireless analytics, mobile-device bill auditing and related software in its recapitalization by Huntsman Gay Global Capital.
Represented a Houston-based private equity fund in its $13.5 million purchase of a Louisiana-based supplier of dredging services.
Represented a Houston-based private equity fund in its $7 million investment in a Houston-based provider of installation, maintenance and repair of critical rotating equipment for customers in the downstream, power and midstream segments of the energy markets.
Represented a West-Texas oilfield services provider operating throughout the Permian Basin in a $34 million majority recapitalization by a Houston-based private equity fund.
Represented a Dallas based fund-of-funds and investment advisor in the placement of over $100 million in private equity funds for a variety of institutional investors and public pension plans.
Represented a real estate investment advisor in the creation of a $50 million private investment fund focusing on the purchase of pools of distressed real estate properties.
Represented an Ingleside-based provider of engineering, procurement and construction service offerings to the oil and gas industry in a $26.25 million recapitalization by a Dallas-based private equity fund.
Represented various U.K. and Norwegian entities in structuring and creating U.S. subsidiaries of foreign parent companies, ranging from start-ups with few employees to new entities formed to acquire businesses in the U.S.
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 investment advisor in the formation of a $60 million investment fund focusing on investments in Canadian capital pool companies to be listed on the Toronto Venture Exchange.
Represented a Houston-based private equity fund in its investment in a Baytown based distributor of carbon and stainless pipeline products.
Represented a Houston-based investment partnership in its purchase of a machine and fabrication shop specializing in products for the oilfield services market.
Represented a Woodlands-based oilfield services company in negotiation of its $80 million syndicated credit facility with Comerica Bank.
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 a Houston-based provider of deep- and shallow -water connector solutions to the subsea pipeline industry in its $42.5 million sale of to a subsidiary of a NYSE-listed oilfield services company.
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 a client in connection with an interstate reformation merger transaction.
Advised a client with respect to the private offering rules and regulations for California, New York, New Jersey and Massachusetts.
Advised a client in connection with its $1.2 million sale of its interest in a Texas investment holding company.
Advised an oil and gas industry consortium in connection with the application of the U.S. Export Administration Regulations to the consortium’s data-reporting protocols.
Represented a client in connection with establishing a trading office in Indonesia to promote its oil-field services products.
Represented the buyer in its $6 million acquisition of a Nebraska distribution company.
Represented the seller in a $38 million sale of a natural gas marketing company.
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.
Pursued claims on behalf of a Houston area restaurant and wine bar for breach of a contract related to an event held at their facility.
Pursued claims on behalf of a real estate developer in the Houston Galleria area. The developer was building a 15-story office building next to an apartment complex. The apartment complex complained the tower crane being used to construct the office building was trespassing on the airspace above the complex. The real estate developer filed suit seeking a declaration that the tower crane was not trespassing on the apartment complex’s airspace. Obtained a dismissal of all claims against the client without payment of any damages.
Pursued claims on behalf of an Oklahoma-based company that sells and rents frac water transfer equipment. Two former employees solicited the company’s customers and used their resources to start a competing business while still employed by the company.
Defended an LTE cellular network provider in a lawsuit by a California-based wireless broadband network component provider in an action for breach of a contract to purchase component parts necessary to build an LTE network in West Texas.
Successfully defended a Texas-based drilling rig manufacturer in a lawsuit by a drilling rig purchaser. The purchaser claimed the manufacturer breached a rig construction contract and tortiously interfered with its contract with a drilling operator. The purchaser sought approximately $25 million for the cost of repairing the rig and lost profits. The case settled for a fraction of that amount on the eve of picking a jury.
Represented a minority shareholder in a shareholder oppression and breach of fiduciary duty lawsuit alleging that minority shareholder was forced out of his position with the company and was denied his rights as a shareholder. The matter raised unique issues under Texas law concerning duties and obligations between owners of a closely held corporation. The matter ultimately settled for a confidential amount.
Won an arbitration award on behalf of a custom home builder after home builder’s services were terminated and home builder was not paid sums owed under the contract and change orders. The home owener asserted claims relating to alleged defectrive construction. After a week-long arbitration hearing, the Arbitration Panel awarded our client all damages sought, attorney’s fees, and arbitration costs, and denied all claims asserted by the home owner.
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 a refinery service contractor in a breach of contract matter arising out of allegations that equipment manufacturer failed to deliver equipment in a timely manner and delivered equipment that did not conform to the requirements of the agreement. This matter centered on the interpretation of Article 2 of the Uniform Commercial Code dealing with delivery of goods, nonconforming goods, and lost profits as damages. The matter ultimately settled on confidential terms.
Represented a national property management company in an EEOC proceeding brought by former employee claiming that the termination of her employment was race and gender discrimination. This proceeding arose out of events that occurred outside of the workplace during the company’s holiday party.
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 a residential real estate company in a proceeding brought by a former employee claiming disability discrimination after the employee was terminated for being absent from work for a number of days in excess of the company’s stated policy. The matter tested the interplay between the employer’s absence control policy and the reasonable accommodation requirements of the ADA and leave requirements under the FMLA.
Represented an offshore drilling service company in a proceeding brought by former employee claiming race discrimination based on the employer’s alleged failure to provide the employee with the same employment opportunities it provided to other employees outside the protected class. This lawsuit raised unique issues regarding the employer’s obligation to provide offshore work opportunities where it was also providing onshore work.
Successfully defended a restaurant group in a lawsuit brought by a former employee claiming sexual harassment based on allegations that manager made sexual advances towards the employee and sent sexually explicit photographs to the employee. The lawsuit centered almost entirely on alleged conduct that occurred outside the workplace during non-working hours and presented unique issues relating to the employer’s affirmative defense under the Faragher/Ellerth line of cases.
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.
Represented a Houston-based real estate industrial acquisition and development company in connection with various build-to-suit industrial developments nationwide, including acquisition, disposition and capital formation.
Represented a traffic systems company in connection with a $55 million syndicated credit facility.
Represented a major regional health care system in the disposition of a 138-unit retirement and health care center.
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 the shareholders of a Houston-based international supply company to the oil and gas industry in connection with the sale of their shares to a New York-based private equity group for approximately $28 million, including equity interests in the acquiring company.
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 Texas-based mezzanine financing fund in the corporate restructuring of its portfolio company which included amended senior and subordinated debt facilities and the purchase and financing of mobile servicing oil rigs.
Represented the purchaser of an approximately 55,000 square foot, single-tenant facility located within the Tuscany Technology Center, a 600,000 square-foot multi-building office and industrial park development in northeast Austin, Texas.
Represented the developer of master-planned communities in the sale of retail parcels to a national retail developer.
Represented a commercial retail developer in formation and capitalization of multiple joint ventures.
Represented the seller of a pair of Class A office buildings with approximately 200,000 total square feet to a national real estate investment fund.
Represented a developer in connection with the acquisition of raw land and development of stand-alone acute and emergency care medical facilities throughout Texas.
Represented the purchaser of a multi-tenant retail center located in the Energy Corridor, Houston, Texas.
Represented an enhanced oil recovery technology company in connection with private equity investments and capital formation.
Represented a Houston-based company in connection with private equity investments for the production of a nationally televised PBS television series.
Represented a water desalination development company in the reorganization of its corporate structure, including a $250 million capital infusion by international equity investors.
Represented a large residential developer in the sale of approximately 45 acres for retail development at the intersection of Grand Parkway and Westpark Tollway.
Represented Midway in the financing and development of office, retail and multifamly projects related to the revitalization of Levy Park in the Upper Kirby area of Houston.
Represented individuals in disputes arising out of partnership agreements or other corporate entities, including limited liability companies and close corporations.
Represented a homeowner in a dispute against home builder for failure to timely complete construction and subsequent refusal to return Earnest Money, Change Order Funds and Good Faith Money.
Represented radio personalities in a lawsuit filed against them alleging breach of their affiliation and syndication agreements.
Represented a health care system in South Texas in a lawsuit against former insurance agents for violations of the Texas Insurance Code, violations of the Texas Theft Liability Act, conversion, fraud, fraud by non-disclosure, negligent misrepresentation, and breach of contract.
Represented employers in the defense of employment discrimination claims.
Represented commercial landlords and tenants in disputes involving non-payment of rent and other lease-related disputes.
Affirmed by the Fifth Circuit in a dispute involving opposing party’s attempt to compel arbitration.
Represented foreign corporations in connection with their global expansion into the United States and start up of US based subsidiaries.
Represented a start-up hydrocarbon remediation company in connection with its formation, capitalization and international legal structuring for the purpose of international commercialization of new remediation technology.
Represented a local entrepreneur in acquisition of a computer network management and consulting company.
Ongoing representation of a computer network management and consulting and telecommunications company in connection with strategy to build a shared telecommunications superstructure for smaller rural telecommunications companies to compete with the majors in delivering 4G wireless telecommunications services to customers.
Represented a regional industrial tunneling company in sale of that business to a financial purchaser.
Represented a financial services provider with formation of a hedge fund.
Ongoing representation of local real estate entrepreneurs in formation and capitalization of $30 million pooled investment fund to acquire distressed income producing real properties.
Represented a $25 million private equity fund, having as its primary investment focus investments in low budget film productions, in connection with the fund’s formation, capitalization and investments.
Ongoing representation of a regional technology focused venture capital company in its acquisition and sale of interests in numerous portfolio companies.
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.
Ongoing representation of a Mauritius based company in connection with its international expansion strategy for distribution of specialized software for oil and gas well analysis.
Represented multiple senior lending institutions, with both national and regional presence, and borrowers, in asset based lending transactions and more traditional senior lending facilities ranging from hundreds of thousands to tens of millions of dollars.
Represented a Houston-based real estate development company in formation and capitalization of three investment funds having raised in excess of $25 million though private offerings under Regulation D of the Securities Act of 1933.
Represented an Arizona-based traffic solutions company in connection with $60 million equity raise through sale of preferred stock to major investment banking firm.
Represented a $250 million private equity fund, having a primary investment focus of mezzanine debt investments, in connection with the fund’s formation, capitalization and investments.
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 medical transcription business in the sale of the business to a strategic purchaser located in Atlanta, Georgia.
Represented a landfill gas construction and drilling company in the sale of the business to Aperion Capital, a New York based private equity fund.
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.
Defeated an application for injunction relief of a tenant in state district court seeking to halt eviction proceedings instituted by landlord/client. Litigation resulted in favorable summary judgment ruling on tenant’s claims for constructive eviction, breach of implied warranties, fraud and breach of contract.
Represented the owner of a shopping mall in connection with lawsuit brought by tenant seeking writ of reentry into the leased premises following repossession by owner. Successfully defended writ and obtained judgment for recovery of attorneys’ fees for filing lawsuit in bad faith.
Represented a seller of vocational trade school assets in action brought by students who alleged client had defrauded them and breached educational contracts in connection with the transferred assets. Obtained full dismissal of all students’ claims through the litigation.
Represented the seller/client of nursing home assets in action brought by buyer for fraud and breach of contract alleged to have arisen in connection with asset purchase transaction. Litigation resulted in favorable summary judgment ruling on buyer-plaintiff’s claims for fraud and breach of contract.
Represented a commercial office building owner in connection with lawsuit brought by adjoining property owner for failing to maintain common areas of an office park development consistent with operating agreement. Litigation resulted in dismissal of all claims against client.
Represented the seller of acute care centers in action brought by buyer for fraud and breach of contract alleged to have arisen in connection with asset purchase transaction. Litigation resulted in favorable summary judgment ruling on buyer’s claims for breach of contract. At trial on buyer’s fraud claims, made successful motion to exclude damages testimony of buyer’s expert, resulting in directed verdict on buyer’s fraud claims.
Represented a large Real Estate Investment Trust and shopping mall manager in connection with eviction proceedings against tenants in properties located in north, central and southeast Texas.
Represented a company in the business of aircraft engine maintenance and repair in the prejudgment seizure of a privately owned Boeing 737 aircraft. Litigation resulted in a favorable settlement, enabling client to receive payment and recovery of attorneys’ fees.
Represented the developer of residential master plan community in connection with a lawsuit brought by a contractor for defects in the construction of a faux bridge structure and defending claims for payment by contractor.
Represented an international supplier of electronic sub-sea equipment against a foreign construction and engineering service support provider. Successfully obtained summary judgment of approximately $225 thousand against the opposing party in actual damages and attorney fees.
Represented the owner and developer of a 10,000-acre master planned residential community in successfully setting aside and vacating a $187,000 default judgment obtained against our client on a bill of review.
Represented the owner of co-generation plant in multiple condemnation proceedings brought by pipeline owners exercising power of eminent domain. Litigation resulted in favorable settlements, enabling client to realize several hundred thousand dollars in compensation for the takings.
Represented a developer of a residential master plan community in connection with multi-million dollar lawsuit brought by grading contractor and counter-claim for liquidated damages against the contractor. Obtained summary judgment on substantially all of the contractor’s claims, which resulted in a favorable settlement for the client.
Experience representing various oilfield services companies in the negotiation and drafting of Master Services Agreements.
Represented individual private investors in a purchase of stock of a real property appraisal company.
Represented a Houston-area renal care and dialysis clinic in the sale of the company to a private equity purchaser.
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 U.S.-based international transportation and logistics company in connection with its day-to-day legal functions, including regulatory issues
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 a Houston-based services company in connection with a $28 million majority recapitalization with a private equity firm
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 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.
Represented a borrower in connection with the restructure of its $100 million loan with a banking institution.
Represented an executive of a large corporation in connection with his employment relationship with his employer.
Represented the shareholders of a Houston-based electronics manufacturing company in connection with its sale to a strategic purchaser.
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 a UK-based client in their acquisition of an oil and gas service company in California.
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 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 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 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 an offshore drilling equipment manufacturer and supplier based in Jakarta, Singapore and Houston in the reorganization of its capital structure, including a $15 million capital infusion by a private equity group.
Represented a Houston based borrower in connection with a $30 million asset based loan from a banking institution.
Represented a Houston-based service company in connection with a $28 million majority recapitalization with a private equity firm.
Represented 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.
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.
Represented GEM Insurance Agencies, a 60 year old Houston-based insurance agency, in connection with the sale of the business to BancorpSouth Insurance Services, Inc., based out of Tupelo, Mississippi.
Represented a client before the Department of Justice in its investigation of alleged violations of the False Claims Act.
Represented a 50% shareholder of a closely held corporation in a lawsuit against his business partner who wrongfully dismissed him as an officer and director of the company. An injunction was obtained on behalf of the client to maintain his status as an officer and director. Limited discovery revealed that the business partner had misappropriated funds from the company. Ultimately, the case was resolved by the client selling his shares of the company to the business partner at a hefty premium.
Represented a major oil and gas company in a breach of joint venture claim. The joint venture related to a fractionation facility and the joint venture partner’s failure to properly allocate funds. Two days after the opposing side answered the lawsuit filed on behalf of the client a settlement was reached which gave the client 100% of the relief requested in the petition.
Represented a closely held corporation against a minority shareholder and officer who misappropriated funds from the company. After the minority shareholder was removed as an officer he sued the company. The company defended those claims and filed counterclaims to recover the missing funds. Ultimately, the minority shareholder non-suited his claims and agreed to repay the company.
Represented a former Enron executive in a preference action brought by the bankruptcy trustee. The trustee brought suit to recover a severance payment received just prior to the bankruptcy filing. The client also had claims against Enron and a non-bankrupt subsidiary. After discovery and substantive briefing before the Enron bankruptcy judge, a settlement was reached with the client agreeing to pay less than 18% of the amount the trustee was originally seeking to recover.
Represented a 50% shareholder of a closely held corporation in a lawsuit against his business partner who was stealing money from the company. An injunction was obtained on behalf of the client removing the business partner as an officer of the company. The case included pre-litigation investigation of both a civil and criminal nature and then developing a strategy to remove the person through a temporary restraining order and injunction. These actions led to a favorable settlement within 30 days after filing the injunction.
Settled a fraud and RICO dispute on behalf of a small gas marketing company in a case brought by the majority owner of a gas trading company. Plaintiff originally sought in excess of $70 million in damages, alleging fraudulent gas trading and financial derivative transactions, but settled on very favorable terms for client prior to trial.
Successfully defended a major oil and gas company against claims of tortious interference with prospective contractual relations in a case concerning a potential merger transaction. Plaintiff sought damages of approximately $65 million plus exemplary damages. However, after a week of trial plaintiffs settled for less than 5% of that amount with the client not responsible for paying any of the settlement amount.
Successfully defended a benefits plan administrator against ERISA claims brought by a plaintiff seeking to recover benefits under group life insurance policy. Certain claims against the client were dismissed through a Rule 12(b)(6) motion and the remaining claims were dismissed via summary judgment.
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 defended a former officer and director against claims of fraud, breach of fiduciary duties and denuding corporate assets. Claims were brought by Bankruptcy Trustee on behalf of creditors of the corporation. After extensive discovery and certain claims being dismissed via summary judgment, the case settled within the limits of the applicable D&O policy.
Development of a strategic and capital plan for Houston-based real estate investment firm to raise $100 million of acquisition equity capital from four opportunity funds.
Worked with senior management of regional health care system in connection with structuring $200 million of bond financing and senior credit.
Development of a capital strategy for start up environmental services company doing business in the U.S. and Eastern Europe.
Development of a strategic and capital plan for a restaurant company based in Texas for expansion from four to 23 stores within four years.
Represented an Arizona-based company providing automated toll and traffic violation processing throughout the U.S. in connection with a $58 million convertible preferred stock investment by a major investment bank, a $100 million dollar syndicated credit facility and several follow on private equity and debt financings.
Represented a Houston-based financial services firm in connection with a $15 million convertible preferred stock investment by a New York-based private equity firm.
Represented a New York-based hedge fund in connection with a $54 million private equity investment in the San Antonio Grand Hyatt Convention Center Hotel and Condominiums.
Represented a hospitality company with operations in the U.S., Canada, France, Spain, Germany, the Netherlands and the U. K. in connection with private equity investments of $75 million by a Boston-based opportunity fund and $100 million by a London-based opportunity fund, and the acquisition of about $800 million of hotels, resorts and conference centers.
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 buyers and developers of hospitality product, including limited service, and conferencing center and resort product, in financing transactions involving lending sources in the United States and overseas, including financing and refinancing with banks such as Barclays Bank PLC, London; Deutsche Bank, Germany; SNS Bank, The Netherlands; Governor and Company of the Bank of Scotland; Chase Bank, New York; Calyon Bank.
Represented developers and acquirers of retail, multifamily, single purpose build-to-suit and other income producing property in sale-leaseback transactions.
Represented office, multifamily, industrial, office/service, land development and hospitality borrowers in conventional financing and refinancing of properties in loan transactions ranging from under US $1 million to over US $50 million, including construction loans, interim or mini-perm financing and permanent loans.
Represented office, multifamily and hospitality borrowers in connection with loans funded by insurance companies and pension funds, ranging from approximately US $1.5 million to US $50 million.
Represented retail, office, multifamily and hospitality borrowers in acquisition financing and refinancing of existing properties across Texas and the United States in conduit lending transactions ranging from US $2 million to over US $125 million.
Represented a Houston-based development firm in land acquisition and construction of mid-rise office building product in Houston and Austin.
Represented a Houston-based development firm in the land acquisition for and construction and leasing of low and mid-rise office and/or medical office buildings (buildings of approximately 150,000 – 250,000 square feet) in Houston, Austin and Dallas.
Represented a Houston-based full-service real estate company for over 25 years in connection with the acquisition and leasing of multiple office buildings in the Houston and Austin markets.
Represented a Texas-based real estate company in the acquisition and repositioning of over 2 million square feet of office building product in Houston.
Represented a Houston-based developer of mid-sized shopping centers in Houston area.
Represented a Houston-based developer of strip centers and retail pad developments in Houston, Austin and surrounding areas, including build-to-suit and ground lease transaction.
Represented a Houston-based developer in the acquisition, leasing and construction of community shopping centers in master planned communities in Houston and vicinity.
Development of Bull Creek Center, Austin, Texas, on ground lease from owner.
Acquisition and Repositioning of West Hill Mall, Huntsville.
Represented a Texas-based hospital system in connection with the acquisition, disposition, financing and/or formation of joint ventures constructing, owning and/or operating Acute Care Hospitals; Ambulatory Surgery Centers; Cancer Centers; Imaging Centers; Long-Term Acute Care Hospitals; Medical and Professional Office Buildings; Skilled Nursing Facilities; Wellness Centers.
Represented a local development group in connection with the development of mixed-use lifestyle center in Houston.
Represented a Brown Fields Redevelopment Company in connection with the acquisition of former electrical generating facility for redevelopment of a residential community.
Represented an international investment group formed by Houston-based developer in the acquisition, redevelopment, financing and sale of the 200-acre office park in Northwest Houston, and conversion to mixed-use residential and commercial master-planned project.
Represented an Austin-based development company in connection with 100+ acre Austin business park development.
Represented a large residential development and home-building company and a combined local/foreign investment group in development of a 300-acre mixed-use business park in West Houston.
Represented a large residential development and home-building company in the development of a 3,000 acre mixed-use residential and commercial subdivision in Ft. Bend County, Texas.
Represented a large residential development and home-building company in the development of approximately 300 acre residential subdivision in Fort Bend County/Hwy 288 area.
Represented a large residential development and home-building company in the development of a 550+ acre large-lot subdivision in Montgomery County, Texas.
Represented a large residential development and home-building company in the development of a 3,000 acre residential mixed commercial and residential subdivision in far West Houston, near Grand Parkway.
Represented a large residential development and home-building company in the development of a 400+ acre residential subdivision in far West Houston, Fry Road/I-10 area.
Represented a local developer in the development, acquisition and expansion of distribution and warehouse facilities in Houston.
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 development company in connection with purchase to build for resale of lease warehouse, office/service and manufacturing space, including crane-served warehouse buildings, in Houston and surrounding areas, and leasing of existing building portfolio.
Represented a New York-based real estate hedge fund investor in connection with the development of the San Antonio 1,000-room Grand Hyatt Convention Center Hotel.
Represented a developer of the Houstonian, a complex including high-rise condominium product, a hotel and conference center, a health and fitness club and related amenities, beginning with land assembly, construction, financing and sale.
Lead counsel for a global leader in resort and executive center business in connection with acquisition, development, financing and disposition of conference resorts and conference hotels in the United States, Canada and Europe.
Represented the owner of 10,000+ apartment units in the Houston area in connection with property disposition and development and bankruptcy cases.
Represented a Houston-based development company in land acquisition, financing, construction and disposition of multifamily properties in Ohio, Virginia, Tennessee, Kentucky and Florida.
Represented a Houston-based real estate company in development, acquisition and disposition of multifamily projects in Houston and surrounding areas.
Structured multiple transactions for a hospitality company doing business in the U.S., Canada and seven countries in Western Europe.
Structured the consolidation of multiple entities organized in varying jurisdictions into a Delaware corporation for a company involved in providing traffic cameras and automated toll and traffic violation processing.
Represented a U.S.-based oilfield services company in connection with operations in Eastern Europe, Western Europe, Mexico and South America.
Represented a Texas-based oilfield services company in connection with investments in manufacturing facilities in Taiwan and America Samoa.
Structured a sale leaseback transaction involving a skilled nursing facility with for-profit and not-for-profit parties in a multi-tiered joint venture.
Structured a sale leaseback transaction involving a for-profit hospital with institutional, strategic and physician investors.
Represented a local food service entrepreneur in private placement of securities for development of manufactured cold coffee products pursuant to license from nationally recognized chef.
Represented a local restaurateur in connection with private placement of securities for construction of new restaurant to replace existing fine dining facility.
Represented a local restaurateur in connection with private placement of securities for expansion of Mexican food bar and grill concept.
Represented a Texas-based fast casual restaurant chain in connection with structuring, formation and private placement of securities for expansion of chain in major cities in Texas.
Represented a Texas-based hospital system in connection with the formation of a joint venture and private placement of securities to local surgeons for the development, construction and operation of an ambulatory surgery center.
Represented a start-up environmental remediation company in connection with series of private placements to raise seed and follow on capital for operations and growth.
Represented a Houston-based real estate company in connection with formation and private placement of the securities of multiple special purpose entities for the purpose of acquiring and developing real estate projects domestically and internationally.
Represented a Houston-based investment sponsor in connection with the structuring, formation and private placement of securities of a $100 million blind investment fund.
Represented the owner of a carpet distribution and installation company in connection with sale of the company to a New York-based private equity firm for $22 million.
Represented a large aviation services company and its predecessors from initial acquisition of the Eastern Airlines spare parts inventory through its IPO.
Represented a Houston-based specialty manufacturer of flood and wind protection products in connection with its recapitalization by a private equity firm.
Represented Freebirds World Burrito, a 19-unit fast casual restaurant chain, in connection with its sale to the Tavistock Group.
Represented a large regional health system in connection with the acquisition of a hospital for $67 million.
Lead counsel for a borrower in connection with an $80 million credit facility with major New York bank for U.S. hotel and resort acquisitions.
Represented the shareholders of a Houston-based oilfield services company in a sale to a private equity firm for $30 million plus shares of stock in the acquiring company.
Represented an Odessa, Texas-based specialty tubular threading company in connection with its sale to NS Group, Inc. for $125 million.
Represented a global hospitality company in connection with multiple corporate and project financing involving hotels and resorts in North America and Western Europe.
Represented an aviation services company listed on the New York Stock Exchange in connection with $200 million credit facility with a major New York-based bank.
Represented a New York-based hedge fund in connection with financing of the San Antonio convention center hotel utilizing $275 million of tax exempt and taxable bond financing.
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 Texas-based fiberglass products manufacturer in the strategic acquisition of a Montana-based fiberglass products manufacturer, including representation regarding acquisition financing.
Represented the shareholders of a Houston-based international supply company to the oil and gas industry in connection with the sale of their shares to a New York-based private equity group for approximately $28 million, including equity interests in the acquiring company.
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 Emerus Hospital Partners in connection with a $30 million private equity investment by Austin Ventures.
Representation of Valley Baptist Health System as lead counsel in connection with: • The acquisition of Brownsville Medical Center • The issuance of $200,000,000 of tax-exempt bonds • Joint ventures for the development and operation of ambulatory surgery centers, a cancer center, a wellness center, long term acute care hospitals, skilled nursing facilities and similar ancillary facilities • The ownership and operation of a health plan • Major bank credit facilities • Employment matters • State and Federal Court Litigation
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 a New York-based hedge fund, Marathon Real Estate Opportunity Funds, in connection with the development and public-private financing of the 1000-room San Antonio Grand Hyatt Convention Center Hotel.
Represented Houston-based Mezzanine Fund as lead fund counsel in connection with a $250 million private placement to institutional investors and follow on portfolio investments.
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.
Represented Valley Baptist Health System of Harlingen, Texas, in connection with the acquisition of a 243-bed acute care hospital in Brownsville, Texas, from Tenet Healthcare Corporation.
Represented developer in connection with construction, development, ground leasing, leasing and management of medical office buildings.
Represented Managed Pressure Operations, a developer of next generation technology for offshore managed pressure drilling systems for the oil and gas industry with subsidiaries in Houston, Singapore, Jakarta and Dubai, in the reorganization of its capital structure, including a $15 million capital infusion by a private equity group and its later acquisition by an affiliate of Aker Solutions.
Obtained an emergency motion for protection on behalf of an expert witness when the opposing party subpoenaed all records and documents by and between the expert witness and the expert witness’ former and present clients. The expert witness was to provide testimony related to the exercise and fitness industry.
Represented TGS Cedar Port Partners, L.P. in connection with the acquisition of the largest industrial park in the greater Houston market, comprising of approximately 10,600 acres of unimproved land, a 300,000 square-foot rail-served warehouse on approximately 18 acres of land, and approximately 56 miles of rail and associated storage yards, switches and appurtenances.
Pursued claims on behalf of a Houston business owner for breach of an agreement for the sale of Houston bar. The purchaser failed to amend the name of the company, provide new bonds or financial security for the permits issued by the TABC, and transfer all TABC permits to the new entity as required by the purchase and sale agreement.