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
Mark 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
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 Nogalski

* 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:
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

* 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

* 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.

Members of our Firm have substantial in-house and general counsel experience, which brings value to our clients.

Mark Pietrantone

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.

John Syminton

John Symington served as general counsel of Seadrill Limited (NYSE:SDRL) from 2013 through 2015. As general counsel for Seadrill, he was the chief legal officer for Seadrill Limited as well as its publicly traded affiliates Seadrill Partners (NYSE:SDLP), North Atlantic Drilling (NYSE:NADL) and Sevan Drilling (Oslo:SEVDR). During his tenure at Seadrill the company undertook two IPO’s, and numerous other private and public equity and debt offerings, in the US, Norway and other countries. While at Seadrill Mr. Symington was principally responsible for the development and implementation of the company’s anti-bribery and corruption compliance program.

Kimberly R. Frye

Kimberly R. Frye served as Senior Vice President, General Counsel and Secretary of Key Energy Services, Inc. (NYSE: KEG) from June 2008 to October 2015. As managing attorney for a public corporation with operations in six countries, Ms. Frye advised executives and Board of Directors on strategic (M&A) transactions, SEC / NYSE compliance and high-risk litigation, securities laws, and ’33 / ’34 Act reporting requirements. She also managed Key’s capital markets transactions (credit facilities, debt, equity offerings). Ms. Frye oversaw Board and corporate governance, executive compensation documents and disclosure, Code of Business Conduct, master service agreements, commercial agreements, political action committee (PAC), intellectual property (IP), employment, shareholder meeting materials, proxy statement, and other corporate matters. Ms. Frye advised international operations on Foreign Corrupt Practices Act (FCPA) and other international regulatory matters.

Prior to her promotion to General Counsel, Ms. Frye served as Assistant General Counsel from October 2002 to June 2008 and represented Key in financial transactions, mergers and acquisitions, joint ventures, stock / asset acquisitions, and business reporting and disclosure, as well as all debt and equity offerings. She started her practice at Porter & Hedges, LLP where she advanced to independent management of complex transactional / M&A work – stock, asset, mergers, and divestitures – and securities matters and collaborated with partners on representation of clients in diverse industries, with high concentration in energy field.

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]).

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.

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

Houston Office

9821 Katy Freeway, Suite 875
Houston, Texas 77024

Tel: (713) 827-1722
Fax: (713) 827-1438
Toll Free: (800) 276-1413

Get Directions to the Houston Office

Austin Office

Barton Oaks Plaza Four, Suite 200
901 South Mopac Expressway
Austin, Texas 78746

Tel: (512) 505-5955
Fax: (512) 505-5956
Toll Free: (800) 276-1413

Get Directions to the Austin Office