Representative Matters

Sale of 85% of the equity in a professional employer, payroll processing and administrative services organization, including negotiation of deferred payment of a portion of the purchase price and an earnout based upon gross profits of the business. 

Lead counsel in connection with the entity formation, capital formation and organization of multiple private equity fund-to-funds

Purchase of a 430,000 barrel storage facility and terminal and approximately 220 acres of undeveloped real property for future development, including negotiation of a pollution indemnity, joint services agreement and agreement to provide transitional services.

Sale of a well stimulation equipment manufacturing business to a publicly-owned diversified manufacturer of oilfield equipment, including lease of environmentally impacted real estate.

Represented a national retailer in connection with a $280 million credit facility secured by borrower-owned locations.

Obtained a temporary restraining order enjoining two former employees from doing business under a substantially similar business name as that of their former employer as well as from using their former employer’s confidential information. Two defecting, former employees formed a competing company selling power-generation equipment to both commercial and industrial clients. Prior to filing suit, conducted an electronic, forensic review of the former employees computers, and discovered evidence of theft of confidential information. This evidence was subsequently used at the emergency hearing. The case was successfully settled within a month of obtaining the emergency relief.

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 specialty engineering firm in sale-leaseback of headquarters complex and other facilities for $39 million.

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.

Sale of certain assets related to design, manufacture and sale of water treatment products and operation of water treatment services for the oil and gas industry.

Ongoing representation of a regional Technology focused venture capital company in its acquisition and sale of interests in numerous portfolio companies.

Sale of substantially all of the assets of a company engaged in the business of placing and servicing insurance products and related services

Successfully defended five employees against claims brought by former employer alleging breaches of fiduciary duties, conspiracy, and misappropriation of trade secret claims.

Represented the buyer of five (5) food franchise locations, with a purchase price of approximately $900,000. Drafted the asset purchase agreement and ancillary documents and served as the primary point of contact for the client.

Represented TGS Cedar Port Partners, L.P. in connection with the acquisition of the largest industrial park in the greater Houston market, comprising of approximately 10,600 acres of unimproved land, a 300,000 square-foot rail-served warehouse on approximately 18 acres of land, and approximately 56 miles of rail and associated storage yards, switches and appurtenances.

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 open their own practice. Successfully defended the physicians against the former employers efforts to obtain an injunction. The case settled soon after the court denied the former employer’s request for an injunction.