Representative Matters

Ongoing representation of local real estate entrepreneurs in formation and capitalization of $30 million pooled investment fund to acquire distressed income producing real properties.

Sale of all general partnership and limited partnership interest in an asphalt, aggregates and construction materials business, transfer of related real property to excluded entities and lease of related real property to a publicly owned purchaser, including negotiation of risk mitigation provisions relating to disputed liquidated damages of the company and other matters that were to be resolved after closing.

Preparation of condominium declaration and related governance documents for mixed-use condominium project in the City of Houston, Texas.

Sale of a controlling interest in a utility construction and maintenance business to a public company in exchange for cash, notes and stock, negotiation of multiple post-closing amendments relating to purchase price adjustments and extension of payment terms, and resolution of post-closing disputes relating to payment of notes and restrictions on and value of stock issued in the transaction.

Regularly handle litigation needs for multi-state mortgage company and worldwide steel distributor

Represented a national distributor in a separation with a global equipment manufacturer, claiming over $1MM was owed to it by the distributor under various distributor agreements between the parties.

Representation of 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.

Advise on corporate structuring and restructuring; prepare lease agreements for vacation/ranch property and related contracts; represented on NDAs, investment diligence, and various types of real estate agreements.

Represented foreign corporations in connection with their global expansion into the United States and start-up of US based subsidiaries.

Drafted and argued successful 12(b)(2) and (5) motion to dismiss for res judicata/collateral estoppel, lack of personal jurisdiction, and insufficient service of process and motion to dismiss for forum non conveniens

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.

Representation of the minority owner and operator of free standing emergency centers in the sale of the membership interests to a national hospital operating company.

Represented a Houston-based general contractor in capital formation and senior debt facilities.

Successfully obtained partial summary judgment on behalf of restaurateurs on claims for breach of fiduciary duty/usurpation of a partnership opportunity and oppression claim filed by restaurateurs’ partners. Subsequently obtained a second partial summary judgment with the court declaring a “Right to Participate” clause contained in the partnership’s operating amendment was invalid. The summary judgments gutted the plaintiffs’ claims and led to a favorable settlement for our clients.

Represented client in connection with the sale of approximately 262 acres to a residential subdivision developer. The transaction included the negotiation and drafting of access easements and of development agreements to ensure appropriate allocation of costs and responsibilities for completion of regional roadway, utility and drainage facilities serving the residential subdivision to be developed, and the client’s retained land to be developed for commercial uses. The subject property covers jurisdictions of two different municipalities (Conroe and Willis) and two separate in city municipal utility districts contributing to the water, wastewater, drainage and roadway facilities and improvements serving the intended development. In this regard, the transaction also included financing and development agreements with MUDs in the City of Willis and the City of Conroe.

Represented a collision repair business in its sale to a national private equity firm as part of their initial platform acquisition.