Representative Matters

Represented several entities in connection with their conversions and migratory mergers from California to Texas, and from various other states to Texas

Represented S-Corporation in conducting a reverse stock split.

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.

Represent private developer in connection with the acquisition and financing of office building in Houston, Texas.

Represented a 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.

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.

Represented developer/purchaser of large acreage tract 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 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 a Houston-based restaurant business in its reorganization and restructuring.

Represented a Texas subsidiary of a Canadian company in seeking and securing injunctive relief against a former employee for misappropriation of trade secret claims.

Restructure of corporate documents and private placement of subordinated notes and warrants in connection with bridge financing for a manufacturer of access control equipment

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.

Lead outside counsel for real estate and private equity investments for a large single-family office

Preparation of restrictive covenants for master-planned mixed-use communities in Houston, San Antonio and Dallas-Fort Worth region, including various subordinate restrictive covenants and condominium documentations.

Successfully represented real estate investor in its claims for breach of contract, breach of fiduciary duty, fraud, and fraud by nondisclosure

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.