Representative Matters

Transfer of ownership interests in multiple related entities and jointly owned ventures relating to various lines of business in settlement of disputes between the business’s owners.

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

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.

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 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.

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.

Represented owners of two closely held corporations in companies’ stock sale for approximately $50 million.

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.

Restructure and sale of a toll processing, cut to length and polishing business with locations in five states to a leading value-added industrial metals processor and distributor.

Represented several Insurance Agencies in connection with their sale to both strategic and private equity buyers.

Represented affiliated seller entities in the sale of a fabrication and millwork business to a subsidiary of a publicly traded strategic buyer.

Represent private developer in the development and sale of retail shopping center including negotiation and drafting of contracts for sale of improved and unimproved commercial parcels, reciprocal access easements and cost-sharing agreements and incentive agreements with municipalities.

Sale of all of a business engaged in servicing and supplying the wholesale HVAC, welding supply and plumbing supply markets with bulk and cylinder gases and supplies for cash and notes.

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.

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 partner’s employment agreements which would have required the former partners to pay the firm for any clients that left with the former partners.

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.