Representative Matters

Represented a provider of VoIP voice and data services in the merger with a value-added retailer of VoIP services in another market.

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

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 client’s 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 the members of a business that developed innovative and proprietary offshore exploration technology in the divesture of the Company’s intellectual property to a supermajor oil company.

Represented company asserting claims against former CEO and majority shareholder for breaches of fiduciary duties, fraud, and breach of contract.

Represented an enhanced oil recovery technology company in connection with private equity investments and capital formation.

Majority recapitalization of a monitored security business by a private equity controlled invetor

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.

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.

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 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.

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.

Sale of a privately owned overhead and underground construction and maintenance services company to a private equity backed purchaser.

Represents a privately owned hospital group in various business disputes and employment matters.

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.

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.