Mergers, Acquisitions, Joint Ventures

  • Represented private equity firm in US$75 million acquisition of multi-state distributor of construction equipment
  • Represented private equity firm in US$8 million acquisition of Louisiana oilfield services company
  • Represented public company in US$730 million acquisition of a hospital network
  • Represented biopharmaceutical manufacturer owned by state university in sale to two multinational corporations
  • Represented institutional investor in connection with purchase of minority stake in a deep water wind farm development
  • Represented local supplier of construction materials in US$21 million sale of family business to larger national competitor
  • Represented privately-held independent investment advisory firm in sale of business

Entity Formation & Dissolution

  • Assisted foreign corporation with winding up and dissolving Texas-based subsidiary
  • Assisted start-up companies in drafting formation documents, including company agreements, shareholder agreements, employment contracts, and restricted stock plans
  • Guided clients through formations, conversions, forward mergers, reorganizations, freeze-out mergers, and dissolutions for various forms of business entities, including corporations, LLCs, limited partnerships, and trusts, organized in Texas, Delaware and other states

Equity & Debt Offerings

  • Prepared governing and offering documents for investments in newly-formed pharmacy business structured as a Texas series LLC
  • Represented private investment firm in US$330 million oil and gas investment partnership
  • Represented public company in entering into US$750 million unsecured credit facility with group of national banks
  • Drafted disclosure statements, subscription agreements, stock awards, promissory notes, and other documents in connection with new equity offerings
  • Handled filings on behalf of clients to comply with securities laws, including periodic filings (Form 10-K, Form 10-Q, Form 8-K), new offerings (Form D, blue sky filings), and Section 16 reporting (Form 3, Form 4)

Corporate Governance

  • Served as outside counsel for special committee appointed by board of directors of closely-held Texas corporation to investigate potential derivative claims
  • Assisted compensation committee of large public company in adopting new executive compensation plan and drafted restricted stock agreements
  • Reviewed and delivered report of public company's governance procedures and past practices of board of directors, with guidance to implement best practices
  • Advised clients on potential liability for disclosure and regulatory obligations, and shareholder derivative claims relating to fiduciary duties, shareholder oppression, and breach of contract