We are a business transaction law firm. Our attorneys have experience in bringing value to business and legal matters in:
© 2014 Selman Munson & Lerner P.C. |
Unless otherwise specified herein, our attorneys are not certified by the Texas Board of Legal Specialization.
Principal office - Austin, Texas. Attorney responsible for the content of this website is Jack Selman.
Our People
Corner Office: Jack Selman
Q. What do you like to do in your law practice?
A. Help people buy and sell their businesses. There are more than 800,000 businesses that are owned by Baby Boomers. We believe that 70% of these will be sold in the next 10 years. I enjoy representing founders and their families find a way to sell their life's work.
Q. How do you bring value to your clients?
A. My representation is strategy focused. I am working to extract the maximum value for a client's business in the sale process by improving contract negotiations, minimizing tax effects, and limiting post-closing liability.
Q. What do you do that is different than other similar attorneys?
A. There are four main things. First, I have over 30 years of experience in handling sale transactions. This gives me and the members of my firm extensive knowledge of the M&A markets and current terms. Second, I build a relationship with the client. Third, we use technology that is designed for sale transactions, including the firm's virtual data rooms. Finally, I do all I can to leverage value by coordinating with my client's existing resources and people.
Q. What trend do you currently see affecting your business?
A. Cross border transactions are the biggest change we have seen in the last couple of years. More than 40% of the transactions in our space involve a foreign buyer.
Jack Selman
Areas of Practice
Sales & Purchases of Businesses
Oilfield and Energy Business
Corporate & Securities
Private Equity and Venture Capital
Austin: 512.505.5955
Houston: 713.827.1722
Toll Free: 800.276.1413
Email: [javascript protected email address]
Kathryn Smyser
Q. What are you doing for clients to build value?
A. A large part of my practice is helping clients prepare for and exit the businesses they have built. We are seeing a large number of our baby boomer clients plan for a transition. Planning this process can add a great deal of value, not only a better financial result but also a more satisfactory outcome.
Q. What skills do you have that sets you apart?
A. The ability to bring my experience in complex and sophisticated business transactions to people who only step into my world occasionally. At the heart of that mission is to communicate well, both in listening to the clients point of view, but also coming up with efficient solutions.
Kathryn Smyser
Areas of Practice
Purchase & Sale of Businesses
Business Financings & Investment
Business Formation & Planning
Main: 713.827.1722
Toll Free: 800.276.1413
Email: [javascript protected email address]
Kenneth Lerner
Areas of Practice
Physician Groups & Medical Practices
Real Estate
Taxation *
* Certified Tax Specialist by the
Texas Board of Legal Specialization.
Main: 512.505.5959
Toll Free: 800.276.1413
Email: [javascript protected email address]
Lesley Morisset
Areas of Practice
Private Equity & Corporate Financing
Corporate Strategic Business Advisor
Austin: 512.505.5955
Toll Free: 800.276.1413
Email: [javascript protected email address]
Mark Pietrantone
Areas of Practice
Corporate Finance and Securities
Banks & Financial Institutions
Employee Benefits
Main: 512.505.5959
Toll Free: 800.276.1413
Email: [javascript protected email address]
William Moeller
Areas of Practice
Mergers and Acquisitions
Energy
Taxation
Commercial Finance
Cross-Border Transactions
Main: 713.827.1722
Direct: 713.400.1555
Toll Free: 800.276.1413
Email: [javascript protected email address]
Lisa Tilley
Areas of Practice
Real Estate
Mergers & Acquisitions
Banks & Financial Institutions
Austin: 512.505.5955
Direct: 713.505.5957
Toll Free: 800.276.1413
Email: [javascript protected email address]
Kathy Tremmel
Areas of Practice
General Counsel
Sale & Purchase of Businesses
Employment & Executive Contracts
Start-up Ventures
Austin: 512.505.5955
Direct: 512.615.7261
Toll Free: 800.276.1413
Email: [javascript protected email address]
Joseph Walsh
Areas of Practice
Mergers & Acquisitions
Corporate & Securities
Austin: 512.615.5955
Direct: 512.615.7253
Email: [javascript protected email address]
Joseph Page
Areas of Practice
Of Counsel
Mergers & Acquisitions
International Transactions
Main: 713.827.1722
Direct: 713.400.1553
Email: [javascript protected email address]
Mark E. Nogalski
Areas of Practice
Real Estate
Mergers & Acquisitions
Main: 512.505.5955
Direct: 512.505.5958
Email: [javascript protected email address]
J. Cabell Acree III
Areas of Practice
Mergers and Acquisitions
Engineering
Technology Transfer
Environmental
Procurement and Construction
Fax: 713.827.1438
Direct: 713.400.1554
Email: [javascript protected email address]
Marcin Daniluk
Areas of Practice
Mergers & Acquisitions
Securities
Office: 512.615.7254
Toll Free: 800.276.1413
Email: [javascript protected email address]
Legal Services
Mergers & Acquisitions
- Buying or Selling a Business
- Reorganizations & Tax Planning
- Public and Private Financings
- Purchase & Sale of Assets
- Bank Mergers & Acquisitions
- Business Combinations
- Bankruptcy Court Transactions
- Stock Options & SARs in an Acquisition
- Representation of Finders and Brokers
- Divestitures
- Insurance Mergers & Acquisitions
- International Subsidiary Sales
- Leveraged Buyouts
- Premerger Notification
- Spin-offs
- Advice on Sale Transactions
For questions about Mergers & Acquisitions, contact:
Jack Selman
Kathryn Smyser
Mark E. Nogalski
Marcin Daniluk
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Corporate Finance
- Private Equity Transactions
- Debt and Equity Finance
- Financial Institution Representation
- Bank and Institutional Lending
- Reorganization and Restructuring
- Hedge Fund Organization and Regulation
- Public and Private Offerings and Financings
- Real Estate Financing
- Tax Planning for Business Financing Transactions
- Asset Based Finance Projects
- Factoring Transactions
For questions about Corporate Finance Law, Contact:
Jack Selman
Lesley A. Morisset
Lisa K. Tilley
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Corporate Law
- Business Formation and Planning
- Corporations, Partnerships & Joint Ventures
- Limited Liability Companies
- Delaware Corporations
- Stock Options & Stock Appreciation Rights
- Public & Private Offerings and Financings
- Tax Planning for Business Transactions
- Non-Profit Corporations
- Sole Proprietorships
- Indemnification Agreements for Directors & Officers
- Strategic Business Planning
- Takeovers and Succession of Businesses
- Small Business Corporations
- Closely-held Corporations
- Family Corporations
- Directors and Officers Representation
- Investigations
- Professional Corporations, Partnerships & Associations
- Conversion from one Entity to Another
- Asset Protection Strategies & Planning
- General Business Matters
- Venture Capital
For questions about Corporate Law, Contact:
Jack Selman
Kenneth Lerner
Mark Pietrantone
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Limited Liability Companies
- Organization & Formation
- Buying or Selling LLCs and their Membership Interests
- Mergers, Reorganizations & Conversions of LLC
- Private Offerings and Financings for LLCs
- Partnerships & Joint Ventures using LLCs
- Employee Benefits in LLCs
- Tax Planning for LLC Transactions
- Manager & Member Representation
- Delaware LLCs
- Liability Planning for Members & Managers
- Dissolution of LLCs
- Qualifying Foreign LLCs
For questions about Limited Liability Companies, Contact:
Kenneth Lerner
Mark Pietrantone
William D. Moeller
* Kenneth Lerner is certified by the Texas Board of Legal Specialization in Tax Law. No other firm member is certified by the Texas Board of Legal Specialization in this area.
Banks & Financial Institutions
- Sale and Acquisition of Banks and Thrifts
- Debt and Equity offerings
- Banking, Credit Union, Thrift & Finance Regulatory Issues
- Executive Officer Contracts and Benefit Plans
- Conversion and Reorganization of Banks and Thrifts
- Formations of Banks, Bank Holding Companies, Credit Unions and Thrifts
- Enforcement and Civil Money Penalty Actions
For questions about Banks & Financial Institutions, Contact:
Jack Selman
Mark Pietrantone
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Intellectual Property Law
- Licensing and Distribution Agreements
- Protection of Trade Secrets and Proprietary Information
- Employee Issues, Non-Disclosure Agreements and Work-For-Hire Contracts
- Internet Matters & Security Software Protection and Licensing
- Government Technology Contracts
- Technology Contracts
- Trademark and Copyright Applications
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Employment & Executive Contracts
- Employee Contracts/Employee Agreements
- Hiring and Termination Issues
- Non-Competition Agreements
- Employee Non-Disclosure Agreements
- Equal Employment Opportunity Policies
- Discipline and Discharge
- Wages, Hours and Compensation
For questions about Labor & Employment Law, Contact:
Mark Pietrantone
William D. Moeller
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Partnership Law
- Formation of Partnerships
- Buying or Selling Partnerships & Partner Interests
- Acquisitions & Reorganizations of Partnerships
- Private Offerings and Financings for Partnerships
- Joint Ventures among Businesses
- Organization of Private Equity Funds and Hedge Funds
- Corporate Partnerships
- Dissolutions
- Tax Planning for Partnerships & Franchise Tax Planning
- Sole Proprietorships
- Family Partnerships & Limited Partnerships
- Investment Partnerships
- Limited Liability Partnerships
- Limited Partnerships
- Delaware Partnerships
- Conversions to or from a Partnership
- Real Estate Partnerships
- Strategic Partnerships
For questions about Partnership Law, Contact:
Kenneth Lerner
Jack Selman
Kathryn Smyser
Mark Pietrantone
William D. Moeller
* Kenneth Lerner is certified by the Texas Board of Legal Specialization in Tax Law. No other firm member is certified by the Texas Board of Legal Specialization in this area.
Physician Groups & Medical Practices
- Organizing & Representing Professional Associations
- Medical Office Building Purchases & Partnerships
- Contracts with Hospitals & Third Party Payors
- Laboratory Agreements
- Stark Regulation Issues
- Medical Directorship Agreements for Hospital Based Practices such as Pathologists, Radiologists and Anesthesiologists
- Sales & Mergers of Practices
- Nursing Home purchases and sales
For questions about Medical Practice Law, Contact:
Kenneth Lerner
Mark Pietrantone
Jack Selman
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Real Estate
- Property Acquisition and Disposition
- Restaurant Land Development
- Commercial and Residential Construction
- Leasing and Management
- Due Diligence
- Commercial, Industrial, Retail, Office, Apartment, Condominium and Residential Properties
- Foreclosures - Loan Workouts
- Landlord & Tenant
- Title Disputes
- Tax Planning for Real Estate Transactions
- Tax Free Exchanges of Property
For questions about Real Estate Law, Contact:
Kenneth Lerner
Lisa K. Tilley
Mark E. Nogalski
J. Cabell Acree III
* Kenneth Lerner is certified by the Texas Board of Legal Specialization in Tax Law. No other firm member is certified by the Texas Board of Legal Specialization in this area.
Oilfield Service Businesses
- Acquisition and Sale of Facilities and Divisions
- Licenses, Easements and Real Property Contracts
- Pipelines
- Waste Treatment Projects
- Barge, Transportation and Equipment Contracts
- Customer Service Contracts
- Trucking and Transportation Agreements
- Asset Liability Planning or Corporate Reorganization
For questions about Oilfield Service Businesses, Contact:
Kathryn Smyser
Lisa K. Tilley
* Kenneth Lerner is certified by the Texas Board of Legal Specialization in Tax Law. No other firm member is certified by the Texas Board of Legal Specialization in this area.
Securities
- Public and Private Offerings and Finance including IPO's and Private Placements
- Underwriter Representations in Offerings and Sales Transactions
- Restricted Securities or Rule 144 Counseling and Planning
- Broker-Dealer Registrations, Filings and Stockbroker Disputes
- Stock Option Plans and their Registration
- Shareholder Agreements, Registration Rights and Disputes
- Securities and Exchange Commission Regulatory and Compliance Work
- Hedge Fund Organization and Offerings
- Blue Sky Law and Foreign Securities Law Compliance
- Debt and Equity Finance and Offerings
For questions about Securities Law, Contact:
Jack Selman
Mark Pietrantone
Marcin Daniluk
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Tax Practice
- Business Formation - Tax Planning
- Planning for and Addressing Concerns Regarding:
- Corporate Taxes
- Partnership Taxes
- Texas Margin Taxes
- Employment Taxes
- S-Corporations
- Employee and Executive Compensation Issues Including:
- Stock Options
- Deferred Compensation Plans
- Section 83(b) Elections
- Real Estate Transactions Including:
- Like Kind (Section 1031) Exchanges
- Property Sales & Leasing
- Non-Profit Corporations
For questions about Tax Law, Contact:
Kenneth Lerner
William D. Moeller
* Kenneth Lerner is certified by the Texas Board of Legal Specialization in Tax Law. No other firm member is certified by the Texas Board of Legal Specialization in this area.
Business Restructuring
- Creditors' Rights
- Sales and Purchases of Distressed Assets
- Secured Creditor Lien Claims
- Board of Directors Fiduciary Duties
- Lender Forbearance and Workout Agreements
- Commercial Real Estate and Landlord-tenant Issues
- Exit Financing Arrangements
For questions about Business Restructuring, Contact:
Lesley A. Morisset
Lisa K. Tilley
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Technology
- Technology Transactions
- Software Licenses
- Development Agreements
- Technology Projects
For questions about Technology Law, Contact:
Mark Pietrantone
J. Cabell Acree III
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Recycling & Renewable Energy
- Acquisition and Sale of Waste and Recycling Facilities
- Financing Transactions for Recycling Businesses
- Recycling and Commodity Handling Agreements
- Resource Efficiency Agreements
- Transportation and Common Carrier Issues
- Facility Support Services Agreements
- Alternate Energy Financing
- Wind Energy Projects
- Ethanol Generation Projects & Transportation
For questions about Recycling & Renewable Energy Law, Contact:
Jack Selman
J. Cabell Acree III
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
Private Equity & Venture Capital
- Venture Capital Formation and Planning
- Private Equity Financing and Investments
- Mezzanine Finance
- Negotiation of Term Sheets
- Preferred Stock/Convertible Subordinated Note Issue
- Co-sale Agreements
- Venture Capital Investment
- Employee Stock Purchase Agreements and Vesting Agreements
- Registration Rights Agreements
- Stock Option Plans
- Early Stage Financing
- Private Placements of Equity & Debt
For questions about Venture Capital Law or Private Equity Law, Contact:
Jack Selman
Mark Pietrantone
Lesley A. Morisset
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
- Jump to Specific
Service Catagories: - Mergers & Acquisitions
- Corporate Finance
- Corporate Law
- Limited Liability Companies
- Banks & Financial Institutions
- Intellectual Property Law
- Employment & Executive Contracts
- Partnerships
- Physician Groups & Medical Practices
- Real Estate
- Oilfield Service Businesses
- Securities
- Tax Practice
- Business Restructuring
- Technology
- Recycling & Renewable Energy
- Private Equity & Venture Capital
Our Firm
We Focus On Representing Deal-Intensive Companies
Our lawyers are recognized as being among the best at what we do. We help young companies grow, prosper and avoid legal problems. In addition, we have worked with dozens of companies from startup to mature businesses. We focus our practice on securities law (venture capital financing, private offerings and strategic funding), mergers and acquisitions and complex corporate partnership transactions.
We Have Industry Business Backgrounds
Although having an industry business background isn't a requirement for a good business lawyer, it helps. Most of us have worked in the industries we represent, including the energy, banking, software and Internet industries. The industry background of the lawyers serving you and their work experiences will be provided to you.
Passionate About Efficiency
Labor is very expensive in law firms (salaries for attorneys and staff account for most of the operating expenses), so we think it's only logical to leverage the talent of our best people through extensive automation training and systems. You'll notice the effect of our automation in our high quality work, our rapid turnaround and our cost effectiveness.
Quick Responses Are Important
We promise to return your phone calls and messages quickly. We will keep you posted on projects and deadlines and will welcome your input on priorities.
We Prefer to Write in Plain English
You'll find our agreements are short, complete and understandable.
Billing Fairness is Important to Us
We provide full itemized billing information on all bills, including people working on the account, their hours, rates and detailed descriptions of what they did. We expect our clients to sign our standard legal services agreement and ask questions about our engagement. On certain transactions, where we are able to estimate accurately, the approximate amount of legal work involved, we are willing to quote fixed fees in writing. We expect prompt payment of our bills, but are flexible in timing of payment if a company has not yet received funding. In short, we want to treat our clients fairly and to be treated fairly ourselves.
Our Firm: Former General Counsels
Members of our Firm have substantial in-house and general counsel experience, which brings value to our clients.
Banking and Financial Services
Mark Pietrantone served as General Counsel of Treaty Oak Bancorp, Inc., a Texas bank holding company (OTCBB:TOAK) before joining the Firm to concentrate on a mergers & acquisition and securities law practice. While at Treaty Oak, he helped the company complete its initial public offering and acquisition of Texline Bank, several private placements of securities, set up public company reporting compliance systems, and assisted in the purchase of subsidiaries, including a mortgage corporation. Mr. Pietrantone was also responsible for working with different committees of the company's Board of Directors and advising on issues related to stock options, audit committee functions, executive compensation and regulatory compliance matters, including Sarbanes-Oxley and correspondence with bank regulatory agencies.
Our Firm: Energy Expertise
We are a law firm experienced in representing landowners, promoters, sponsors, investors, partners, and small to medium sized oilfield businesses in the Eagle Ford, Baaken, and Haynesville Shale plays. We have a multi-disciplinary group of lawyers working on business formation and transactions out of Houston and Austin. The type of projects we have handled include the leasing of mineral rights, the acquisition of working interests, the purchase of oilfield service businesses such as salt water disposal wells and pipelines, and the formation of joint ventures, including international parties.
We have attorneys with extensive experience focused in Tax, Securities, Real Estate, Intellectual Property, Environmental, Employee Benefits and other areas of business law. Many of our attorneys have years of direct experience in oilfield and energy public companies. We also represent deal-intensive oilfield companies and the private equity and angel investors that support these companies. We combine excellent legal skills with good business judgment and play an active role in helping our clients succeed. In order to accomplish this we have energy industry business backgrounds, we are passionate about efficiency, quick to respond, prefer to write documents in plain English, and strive for billing fairness. If you would like to discuss your needs further, please call/email either Jack Selman at 800.276.1413 ([javascript protected email address]) or Kathryn Smyser at 512.505.5955 ([javascript protected email address]).
Deal History
Attorneys at the Firm represent clients in a variety of complex transactions. The following is a general description of the type of sale and financing transactions we have handled
Energy
- Represented seller of oilfield service business to a private equity acquirer. The business involved oilfield electrical, instrumentation and control services.
- Worked on sale to strategic buyer of a business involving the designed manufacture of oilfield sensors and systems for harsh and hazardous environments.
- Natural gas pipeline company enters into a strategic partnership to add management and financing. The remaining entity then acquires additional pipeline assets in many states. Represented the pipeline company in the structure of the partnership and purchase of pipelines.
- Major oil company sale of oilfield waste disposal assets to oilfield service client. Represented buyer of the assets in its negotiation, purchase and financing of the transaction. Coordinated efforts with local regulatory counsel relating to acquisition.
- Publicly held natural gas company client sold to multinational energy conglomerate for over $90 million. Represented seller on securities matters and assisted client's general counsel on the sale of the company. Assets included gas production and midstream pipeline system.
- Represented private equity backed oilfield service business in the sale of its stock for approximately $160 million to another private equity buyer. Transaction involved foreign lender and multiple state assets and regulatory matters.
- Lead counsel in negotiation/drafting of support structure for a greenfield petrochemical complex in Louisiana, including NGL pipeline construction contract, salt dome storage arrangements, and all feedstock agreements.
- Lead counsel for $35 million purchase of privately-owned heavy civil marine construction company via asset purchase. Support counsel in $1 billion roll up of numerous petrochemical manufacturing facilities (asset/stock purchases) and subsequent sale via merger, including negotiation/drafting of support services arrangements for split petrochemical complexes.
- Support counsel for $1 billion in roll ups (asset purchases) of numerous fertilizer and agricultural chemicals manufacturing plants and support companies and the subsequent sale thereof via mergers.
Technology
- Represented public company in the acquisition of a California cloud-based solution for photo and video organization, storing and sharing with a total deal value of $27 million.
- Handled the acquisition of a mobile application developer with a total deal value of $13 million.
- Buyer representation in an acquisition of an Israeli company and developer of technologies for photo ranking, analysis and organization with a total deal value of $12 million.
- Purchase of assets of a digital direct marketing specialist by a publicly-traded company.
- Represented venture capital funded digital media company in the exchange of its assets for Series E Preferred Stock in a premier web publishing entity.
- Represented public company in the $3.75 million asset sale of its digital directional survey business unit.
- Advised software company in a $3.15 million asset sale to another strategic software company. Our client provided a hosted asset management software solution, primarily to state and local governments.
- Represented publicly-traded company in the sale of a patent portfolio to a large venture enterprise.
- Represented a software and service enterprise in a management buyout. The client is a provider of managed IT services with over 100 franchise locations nationwide.
- Represented company in Series A preferred stock offering. Our client develops artificial materials engineered to provide properties that are not readily available in nature, which have applications in the intelligence community.
- Represented a public semiconductor client in its sale of $110 million of intellectual property assets to another public semiconductor company.
International Transactions
- Represented African-based energy company in its reorganization and public offering of $67 million in securities on the London Stock Exchange.
- Represented client in the proposed sale of a computer equipment company located in China to a portfolio company of a large U.S. private equity firm.
- Buyer representation in an acquisition of an Israeli company and developer of technologies for photo ranking, analysis and organization with a total deal value of $12 million.
- Represented a UK-based company in an asset sale of a storage division. Our client is a provider of data storage solutions.
- Lead counsel in $50 million purchase out of bankruptcy (U.S. and Canada) of a plastics packaging manufacturer with plants in the eastern and western regions of the U.S. and in Canada, including oversight of Canadian bankruptcy purchase.
- Oilfield waste company proposed strategic acquisition of a Canadian/U.S. waste firm for over $115 million.
- Lead counsel in $250 million auction and sale via merger of a private equity portfolio plastics and paper packaging manufacturer with locations throughout the U.S. and in Canada.
- Lead counsel for $250 million engineering and construction of a large greenfield natural gas-based fertilizer manufacturing complex in Trinidad and Tobago, including the financing thereof.
- Instruments company sold to a German-based technology company for over $6 million. We represented the seller and assisted in the coordination of the sale of related subsidiaries in other states.
Healthcare
- Represented a client in the sale of a medical training software business to a publicly-traded company in exchange for cash and securities.
- Sale of private laboratories from physician groups to a national laboratory business.
- Represented medical device company in its corporate reorganization and proposed long-term funding from a venture fund and equity plans for key management.
- Reorganization of several physician practices and assistance in establishing multi-state offices and qualifications.
- Private and public offerings of securities for medical device and instrument businesses through investment bank group.
- Represented seller of a provider of patient reported outcome software solutions for pharmaceutical companies, in the $11 million sale of its business to a large multinational business.
Services
- Printing business sale to larger competitor. We represented the controlling member and assisted in the negotiation and closing of the transaction.
- Hazardous material handling company with facilities in a number of states sells its assets to a publicly owned competitor. We represented the company in the sale of its assets and wrapping up of remaining business.
- Affiliated group of recycling companies with $51 million joint credit facility simultaneously restructured the corporate entities into two distinct operating groups, paid down and restructured the existing credit facility as to one group and obtained a new $65 million credit facility for the other group. We acted as lead counsel or co-counsel to the companies in all three transactions.
- Insurance company client sold $10.5 million of serial preferred stock to a private equity fund and investors in order to grow its casualty business and increase its management base. We represented the insurance company in the organization of a new Delaware holding company, the reorganization of its different lines of businesses and the negotiation and sale of the preferred stock.
- Advertising agency client sold a minority ownership interest in its firm to a multinational advertising business for cash and an earn-out. We represented the agency in their restructure to a Delaware limited partnership, sale of the minority interest and the employment agreements with key officers of the agency.
- Recycling firm purchased a facility and operations from the industry leader. We represented the purchaser in its acquisition and financing of the purchase of real property and operations of the facility. Coordinated with local and environmental counsel relating to the purchase.
- Bank merged with larger financial institution in a stock and cash purchase price for stock and cash merger where the client's shareholders received $24 million of consideration. We represented the Bank in the negotiation of the merger agreement, solicitation of proxies from the Bank's shareholders in a detailed proxy statement and provided regulatory and other advice to the Bank.
- Acquirer hired us to negotiate and assist in the purchase of a controlling interest in a privately held telecommunication business including the negotiation of employment agreements, non-competition agreements and stock restriction agreements with the selling group.
- Nursing home client engaged us to represent them in partnership and securities matters related to the offer and sale of limited partnership interests in a private offering so that they could acquire and build several nursing home facilities in Texas.
- Represented acquirer in the purchase of a food company's assets from a trustee of the U.S. Bankruptcy Court. Negotiated asset sale agreement, sale order, trademark licenses and name usage agreements with the founder of the selling company.
- Air-cargo developer raised over $7 million in financing for acquisition and construction of facility at an international airport. Assisted the developer in working with municipal officials in the negotiation of the bond transaction related to the financing.
- Jump to Specific
History Catagories: - Energy
- Technology
- International Transactions
- Healthcare
- Services
Resources: Buying or Selling a Business
Welcome to the Selman, Munson & Lerner Resources page, where you can find articles of general interest on a variety of areas of the law. For more information on any of the topics covered here, please contact the author of the article or any other of our attorneys.
The materials contained in this Resources section are for educational and information purposes only. They are not legal opinions on any specific matters. Transmission of the information is not intended to and does not create a lawyer-client relationship between Selman, Munson & Lerner, P. C. and you.
Buying or Selling a Business
Selecting a Business Entity
Resources: Selecting a Business Entity
| Sole Proprietorship |
Partnership  |
LLC |
S Corporation |
C Corporation |
|
| Limited Liability | No. | General partner has no limited liability protection. Limited partners have limited liability protection unless provided otherwise. | All members have limited liability protection from the LLC's debts, unless provided otherwise. Some question exists as to whether states that do not have the LLC form will respect the limited liability of members. |
All shareholders have limited liability protection unless otherwise provided. | All shareholders have limited liability protection unless otherwise provided. |
| Participation in Management | No restrictions. | Participation by limited partners generally must be restricted in order to preserve limited liability protection. | No restrictions. | No restrictions. | No restrictions. |
| Texas Margin Tax | No. | Yes.*1 | Yes. | Yes. | |
| Number of Owners | One. | At least two. [May be taxable as a corporation if it has more than 500 members under the publicly traded partnership rules]. | May be taxable as a corporation if it has more than 500 members under the publicly traded partnership rules. No restrictions, but at least two to be considered a partnership for tax purposes. | One to 100. | No restrictions. |
| Types of Owners | Not Applicable. | Any. | Any. | Ownership is limited to U.S. citizens and residents and to certain U.S. trusts. No corporate or partnership shareholders. | Any. |
| Tax Year | Calendar. | Generally calendar. | Generally calendar. | Generally calendar. | No restrictions. |
| Organizational Costs | Not Applicable. | The filing fee in Texas for a Texas limited partnership is $750. | The filing fee in Texas for a Texas LLC is $300. | The filing fee in Texas for a Texas corporation is $300. | The filing fee in Texas for a Texas corporation is $300. |
| Deductibility of Losses(Basis for Entity-Level Debt) | Generally, no restrictions. | A partner may deduct his allocable share of partnership's losses only to the extent of his tax basis in his partnership interest which includes his allocable share of partnership debt. | A member may deduct his allocable share of LLC's losses only to the extent of his tax basis in his LLC interest which includes his allocable share of LLC debt. | A shareholder may deduct his allocable share of corporation's losses only to the extent of his tax basis in his stock which does not include any portion of the corporation's debt. | Shareholders may not deduct any of the corporation's losses. |
1. A general partnership consisting only of natural persons does not pay margin tax.
The secretary of state has created a guide for determining permissible entity types (PDF, 70kb). Please note however, that the guide is not a substitute for the advice of a private attorney and is subject to change without notice.
Resources: Buying or Selling a Business
For many clients, the sale of a business or the purchase of a business may be one of the single most important transactions of their careers. Attorneys at the Firm have represented numerous sellers and buyers in this process. The purpose of this section is to give you information about the process and some examples of documents and lists that may be used in a transaction involving the sale of a business.For a more detailed explanation you may want to go to our M & A College presentation.
Nondisclosure Agreement
In most sale transactions, the first document a buyer or seller sees is a Nondisclosure Agreement.
Form of Diligence Checklist
Under an agreement similar to the one attached, the seller and buyer agree to share information about their businesses on a confidential basis. Many parties will prepare a list of documents that they would like to review as a part of their "due diligence."
For an example of a Diligence List for a typical deal - Click Here.
Letter of Intent
After information is shared and general terms are discussed, the parties may enter into a letter of intent or memorandum of understanding which sets forth the general terms of the deal. The parties may decide not to use a letter of intent and go directly to a definitive agreement for the sale or purchase of the business. The letter of intent generally, but not always, describes the purchase price and certain other key economic and procedural terms that form the basis for further negotiations. A buyer and seller fully expect that the letter of intent will be superseded by a definitive written acquisition agreement.
Finder's Agreement
Some sellers and buyers of businesses will engage a broker or finder to help facilitate a transaction. Usually, such person is paid on a commission basis and will require the interested company enter into a Finder's Agreement.
Once the general business terms are understood, the parties will then ask an attorney to prepare a definitive acquisition agreement, which will bind the parties in a sale. The usual definitive acquisition agreement will contain the terms of the sale and the purchase price to be paid, certain representations by the parties about their business, covenants by the parties with regard to the sale of the business, conditions that must be met for the parties to close the transaction, indemnification provisions to protect the parties and a closing date for consummating the sale. Definitive acquisition agreements are usually negotiated among the parties and their counsel. They cover a number of complex issues including legal, tax, accounting and business matters. Parties are encouraged to engage counsel to review these documents to be sure they understand their terms.
Selman Munson & Lerner attorneys have extensive experience representing companies, stockholders and other parties in the sale or merger of their businesses. We have handled sale transactions ranging from $100,000 to over $645 million, involving both private and public corporations. We look forward to discussing with you how we might be of help.
- Links to Specific
Resources: - Nondisclosure Agreement
- Form of Diligence Checklist
- Letter of Intent
- Finder's Agreement
Resources: Virtual Data Room
We provide our clients access to their own Virtual Data Room (VDR).
The VDR is a complete, secure solution that optimizes the due diligence process by overcoming the many limitations of a traditional paper data room. Accessible from an internet browser, the VDR dramatically reduces transaction time and expense and allows for multiple parties and prospective buyers to participate concurrently.
- Your virtual data room can be up and running quickly
- Access and security for all participants is controlled by SML
- Real-time audit reports can be created for all users
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Houston, Texas 77027
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Barton Oaks Plaza Four, Suite 200
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Austin, Texas 78746
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