Matters We Handle

Our professionals have experience and expertise in a wide variety of matters and practice areas. A representative sample of the types of transactions and cases that we handle is detailed below.

Transactional Matters

Commercial Transactions & Agreements

  • Drafted, reviewed and negotiated a variety of commercial agreements for numerous clients, including marketing agreements, joint venture agreements, agency agreements, international and domestic representative and distributor agreements, software licenses agreements, joint development agreements, master supply agreements, master service agreements and more.
  • Represented publicly-traded products manufacturer in negotiation with a large, global technology company of a supply agreement with an estimated value in excess of $100 million.
  • Represented publicly-traded oil & gas company in connection with construction of drilling rig with estimated value in excess of $70 million.
  • Structured risk management and divestment program for Fortune Top 10 multinational energy company’s non-operating oil and gas pipeline assets.
  • Advised Houston’s largest physician group on managed care contracting and public relation issues.
  • Represented manufacturers and service companies in the drafting and implementation of standard terms of conditions of sale and purchase.
  • Represented energy and other clients in negotiation of Master Service Agreements (MSAs).
  • Represented manufacturers in connection with the purchase and sale of heavy manufacturing equipment.
  • Drafted, reviewed and negotiated confidentiality and non-disclosure agreements for a variety of individual and business clients.

General Corporate Matters

  • Represented a number of clients in general corporate matters, including drafting resolutions, establishing and maintaining minute books, issuing equity and options, and drafting corporate policies.
  • Represented long-time landscaping company in general corporate matters, including clean-up of corporate records and documenting equity transfers and ownership rights.
  • Represented a family-owned company in the redemption of its 45% owner upon retirement, and related financing and non-competition matters.

General Counsel

  • Represented global, publicly-traded products manufacturer in substantially all commercial legal issues for two business units with approximately $1.7 billion in revenue.
  • Represented a manufacturer of fragrance and home décor products in substantially all of its legal matters, including general corporate law and governance matters, acquisitions, litigation, employment matters, contracts, and commercial and bankruptcy matters.
  • Represented a private equity firm in connection with substantially all commercial matters for its portfolio companies.
  • Represented a drug-testing company in substantially all of its legal matters, including a merger and related venture capital financing, subsequent follow-on, down-round and debt financings, a recapitalization, general corporate law, securities matters and corporate governance, drafting and negotiating contracts, and dispute resolution.
  • Represented a privately-held electrical service business in substantially all of its legal matters, including formation and initial funding and structuring, drafting and negotiating contracts, litigation and employment matters, a redemption by management of the initial equity investors, and a redemption of the 45% minority partner.

Joint Ventures

  • Represented a Fortune Top 10 company in the formation and contribution of assets to a pipeline and storage joint venture with another Fortune Top 10 company.
  • Represented an international shipping company in structuring a joint venture with a large government-owned foreign corporation to service a $50 million contract in Africa.
  • Prepared numerous partnership, operating and/or shareholder agreements for start-up or new joint ventures.

Lending & Finance

  • Represented several clients in connection with negotiation of lines of credit and other debt facilities.
  • Drafted, reviewed and negotiated promissory notes and other loan documents (secured and unsecured) on behalf of lenders and borrowers.
  • Reviewed and negotiated equipment financing and similar agreements.

Mergers & Acquisitions / Divestitures and Sales

  • Represented small business (SBA) start-up in an acquisition of an oil field services business.
  • Represented a publicly traded manufacturing conglomerate in approximately 40 acquisitions over a five-year period.
  • Represented individual owners in the sale of a group of proprietary trading businesses.
  • Represented a publicly traded correctional services company in multiple domestic acquisitions (both equity and asset acquisitions).
  • Represented private equity client in the acquisition of a going-concern food processing and service business.
  • Represented gaming / software business in the acquisition of an online gaming and children’s app business, IP and other gaming assets.
  • Represented a Fortune 300 waste management company in several domestic acquisitions (both equity and asset acquisitions, as well as mergers) and an asset exchange with one of its largest competitors.
  • Represented buyer in connection with the acquisition of a physical therapy services business.
  • Represented client in the acquisition of a metal cutting business.
  • Represented a Fortune Top 10 company and two minority partners in the sale to private equity of a service company working in the utilities industry.
  • Represented publicly traded, Houston-based company in several mid-sized divestitures of operating business.
  • Represented client in divestiture of subsidiary HVAC business.
  • Represented an international manufacturer of oil field and other pipe products in the acquisition of a complementary well completion services business and related IP assets.
  • Represented privately owned waste collection business in several acquisitions.
  • Represented several buyers of distressed assets, including physical fitness assets.
  • Represented small business (SBA) start-up client in acquisition of sprinkler and irrigation (service and installation) business.

New Companies & Start-Ups

  • Represented start-up online gaming business in formation, capitalization, and initial employment and business matters.
  • Represented several start-up ventures in formation and structuring, negotiating shareholders’ and operating agreements among owners, and related matters for new business opportunities, including in the following lines of business: physical fitness, home repair and remodeling, landscaping, educational products, irrigation services, food products, real estate holdings, beauty products, investment opportunities, brokerage services, health care products, pharmaceutical products, waste services and legal/professional services.

Non-Competition Agreements and Related Matters

  • Represented numerous employers and employees, and buyers and sellers, in connection with non-competition and non-solicitation agreements.

Private Equity and Venture Capital / Recapitalization and Reorganization

  • Represented minority partners in connection with the private equity recapitalization of manufacturing and retail lighting companies.
  • Represented privately held entertainment company in recapitalization and related stock redemption transaction.
  • Represented co-owner in connection with the reorganization of a family food & beverage service business.
  • Represented a midstream energy company in an approximately $100 million recapitalization transaction.
  • Represented private equity firm in acquisition of food service business.
  • Represented mid-sized investment bank in connection with several advisory and proprietary transactions.
  • Represented minority partner in connection with reorganization of family-owned lighting businesses, and related private equity recapitalization.

Private Placements & Other Capital Raising

  • Represented numerous companies, including several financial institutions, in the private placement of equity securities.
  • Represented small, privately held energy company in connection with capital raising efforts.
  • Represented a bank holding company in multiple private placements, a private rights offering, and subsequent sale to another bank holding company.
  • Represented small private investment firm in private placement for acquisition of food service business.

Real Estate

  • Represented a variety of clients in real estate purchases, sales, leases, and construction agreements.
  • Represented purchaser of raw land in negotiation of a waiver of surface rights with an existing oil & gas operator when the subject property contained active wells and pipelines.
  • Represented owner in engagement of architect, consultants and project management company to develop a 170-acre campus.
  • Represented waste management company in the sale of real property to one of its largest competitors.

Litigation Matters

Arbitration

  • Represented oilfield services company in two-day final hearing, obtaining award in favor of our client on all contractual claims. Client also awarded its attorney’s fees, costs and administrative expenses.
  • Defended oilfield services company in AAA arbitration proceeding; obtained dismissal of all claims in our client’s favor.

Business Disputes

  • Counseled and advised clients in connection with claims for indemnification, on both the proposed indemnitee and the proposed indemnitor side, commercial disputes, disputes between partners or owners, purchase price and other adjustments and renegotiation of existing agreements.

Business Litigation

  • Represented North America’s largest railroad in a lawsuit brought by energy infrastructure company involving alleged claims of fraud, tortious interference, negligence misrepresentation, breach of contract and conspiracy. Obtained summary dismissal of the fraud and negligent misrepresentation claims and after a favorable hearing on a motion for the summary dismissal of the tortious interference claim the case was resolved in a confidential settlement.
  • Represented a manufacturer of steel pipe in a complex breach of contract action brought by interstate natural gas pipeline company alleging delay, defective product and fraud.
  • Represented an international law firm in Texas state court actions involving claims of legal malpractice and fraud.
  • Represented pipelines and railroads in connection with catastrophic accidents, product contamination and derailments.
  • Co-managed Federal Employers Liability Act (FELA) personal injury docket in South Texas for largest railroad in North America. Obtained summary judgment dismissals of numerous claims and cases filed against the railroad.
  • Represented a manufacturer of valves and other pressure relief devices in fraud, breach of contract, tortious interference, unfair competition, misappropriation of trade secrets and other related commercial claims against a regional distributor in nine-week jury trial.
  • Represented a local finance company in defeating breach of contract and related claims in a one-week jury trial.

Collections

  • Represented energy clients, a small local metals business and an international pipe manufacturer in commercial debt collection matters.

Employment Litigation

  • Represented and defended oilfield services company in employment discrimination action.

Employment Matters

  • Represented both employers and employees in connection with review and negotiation of (i) employment agreements and equity incentive offers, (ii) consulting agreements, and (iii) separation agreements.
  • Drafted, reviewed and negotiated non-competition and non-solicitation agreements for numerous individual and business clients.
  • Advise clients in connection with some general employment and pre-litigation matters.

Environmental Litigation

  • Represented multinational energy companies in a variety of environmental and commercial actions, including cost recovery and contribution actions under CERCLA and the Texas Solid Waste Disposal Act, and breach of contract, breach of fiduciary duty, fraud and indemnity matters.