Representative Matters

Majority recapitalization of a monitored security business by a private equity-controlled investor

Served as lead merger and acquisition counsel for Disa Global Solutions, Inc., a third-party administrator providing safety and compliance solutions for all industries, from 2016 through 2022, at which time it was sold to a major private equity company out of Boston, Massachusetts.  Represented Disa in the closing of between 10-15 acquisition transactions a year.

Represented the purchaser in the simultaneous acquisition of five separate tracts, totaling approximately 343 contiguous acres in Needville, for a planned subdivision development.

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.

Represent homebuilders and developers in planning and drafting subdivision restrictions and related property owners association documents for master planned communities, including residential, commercial, multi-family and mixed-use components.

Lead counsel in connection with the acquisition of Connectivity Source Partners and ongoing representation of the combined entity, which is one of the largest T-Mobile dealers in the country

Representation of Management in the purchase of certain real estate and the outstanding equity interests in an injection molding and precision machining business from a private equity owner.

Represented the private company in connection with a merger into and stock exchange with a publicly traded company.

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.

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

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.

Represented a financial services provider with formation of a hedge fund.

Represented lead investor in connection with the formation and capitalization of the company

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 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.

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.