We are a business transaction law firm. Our attorneys have experience in bringing value to business and legal matters in:
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.
Areas of Practice
Sales & Purchases of Businesses
Healthcare
Corporate & Securities
Private Equity and Venture Capital
Austin: 512.505.5955
Houston: 713.827.1722
Toll Free: 800.276.1413
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State Bar of Texas, Business Law Section
Arbitrator for the American Arbitration Association and the International Centre for Dispute Resolution
University of Texas, B.A.
University of Texas School of Law, J.D.
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.
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.
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.
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.
Areas of Practice
Real Estate
Mergers & Acquisitions
Main: 512.505.5955
Direct: 512.505.5958
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Formerly
State Bar of Texas and Florida
United States Military Academy, B.S.
University of Texas School of Law, J.D.
Austin Bar Association
Real Estate Council of Austin
Areas of Practice
Physician Groups & Medical Practices
Real Estate
Taxation
Main: 512.505.5965
Toll Free: 800.276.1413
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Certified Tax Specialist by the Texas Board of Legal Specialization
State Bar of Texas
Licensed to practice in the Western District Court of Texas
Licensed to practice in U.S. Tax Court
University of Texas Austin, B.A.
University of Texas School of Law, JD
Areas of Practice
Private Equity & Corporate Financing
Corporate Strategic Business Advisor
Main: 512.505.5955
Toll Free: 800.276.1413
[javascript protected email address]
Formerly
State Bar of Texas and New York
University of Texas Austin, B.A.
Columbia University School of Law, J.D.
Areas of Practice
Real Estate
Mergers & Acquisitions
Banks & Financial Institutions
Main: 512.505.5955
Direct: 713.505.5957
Toll Free: 800.276.1413
[javascript protected email address]
Formerly
State Bar of Texas
University of Texas Austin, B.A.
University of Texas School of Law, J.D.
Areas of Practice
Corporate Finance and Securities
Banks & Financial Institutions
Employee Benefits
Main: 713.827.1722
Toll Free: 800.276.1413
[javascript protected email address]
Formerly
State Bar of Texas
Purdue University, B.A.
University of Texas School of Law, J.D.
Areas of Practice
Mergers and Acquisitions
Taxation
Energy
Commercial Finance
Cross-Border Transactions
Main: 713.827.1722
Direct: 713.400.1555
Toll Free: 800.276.1413
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Formerly
State Bar of Texas and Oklahoma
Admitted to practice in the US Court of Appeals for the Tenth Circuit
Admitted to practice in the United States Supreme Court
Iowa State University, B.S.
University of Iowa College of Law, J.D.
Georgetown University Law Center, LL.M.
Areas of Practice
General Business Law
Sale & Purchase of Businesses
Employment & Executive Contracts
Start-up Ventures
Main: 512.505.5955
Direct: 512.615.7261
Toll Free: 800.276.1413
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Formerly
State Bar of Texas
Dartmouth College, B.A.
University of Colorado School of Law, J.D.
Areas of Practice
Mergers & Acquisitions
International Transactions
Main: 713.827.1722
Direct: 713.400.1553
[javascript protected email address]
Formerly
State Bar of Texas
University of Texas Austin, B.S.
South Texas College of Law, J.D
Areas of Practice
Mergers & Acquisitions
Corporate & Securities
Main: 512.615.5955
Direct: 512.615.7253
[javascript protected email address]
Formerly
State Bar of Texas and New York
Miami University, B.S.
Brooklyn Law School, J.D.
Areas of Practice
Mergers & Acquisitions
Securities
Direct: 512.615.7254
Toll Free: 800.276.1413
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Formerly
Licensed to practice in Texas and New York
Hunter College, B.A.
University of Texas School of Law, J.D.
Fluent in Polish
Areas of Practice
Intellectual Property Including Patents, Trademarks, and Copyrights
Oil and Gas Technology
Computer Hardware and Software
Mobile Hardware and Software
Mergers and Acquisitions
Cryptocurrencies
Direct: 713.400.1559
Toll Free: 800.276.1413
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Formerly
State Bar of Texas
University of Texas at Austin, B.S.
The John Marshall Law School, J.D.
United States Patent and Trademark Office (USPTO), Reg. No. 60,752
Houston Intellectual Property Law Association (HIPLA)
Areas of Practice
Sales & Purchases of Businesses
LLCs and Partnerships
Contracts
Main: 512.505.5955
Toll Free: 800.276.1413
[javascript protected email address]
Formerly
State Bar of Texas
University of Texas, B.A.
University of Texas School of Law, J.D.
Areas of Practice
Mergers & Acquisitions
International Transactions
Compliance
Main: 713.827.1722
Toll Free: 800.276.1413
[javascript protected email address]
Formerly
State Bar of Texas
Baylor University, B.B.A
University of Houston Law Center, J.D.
Of Counsel
Areas of Practice
Mergers & Acquisitions
Corporate Law
International Transactions
Main: 512.505.5955
Direct: 818.259.3311
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Formerly
Licensed to practice in California
California State University, Long Beach, B.S.
University of California, Los Angeles, J.D.
Fluent in Slovene
Of Counsel
Areas of Practice
Sales & Purchases of Businesses
Private Equity & Venture Capital
Business Formation
Business Contracts & Transactions
For questions about Mergers & Acquisitions, contact:
Jack Selman
Marcin Daniluk
John Symington
Joseph Walsh
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
For questions about Corporate Finance Law, Contact:
Jack Selman
Katya Mezek
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.
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.
For questions about Limited Liability Companies, Contact:
Kenneth Lerner
Mark Pietrantone
William D. Moeller
Katya Mezek
* 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.
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.
For questions about intellectual property law, trademarks, patents, or copyrights contact:
Tim Chheda, U.S. Patent and Trademark Office Registration No. 60,752
John Symington
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
For questions about Labor & Employment Law, Contact:
Mark Pietrantone
William D. Moeller
Tim Chheda
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
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.
For questions about Medical Practice Law, Contact:
Kenneth Lerner
Mark Pietrantone
Jack Selman
Joseph Walsh
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
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.
For questions about Oilfield Service Businesses, Contact:
Lisa K. Tilley
John Symington
Joseph Page
* 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.
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.
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.
For questions about Business Restructuring, Contact:
Lesley A. Morisset
Lisa K. Tilley
Marcin Daniluk
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
For questions about Recycling & Renewable Energy Law, Contact:
Jack Selman
Joseph Walsh
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
For questions about Venture Capital Law or Private Equity Law, Contact:
Jack Selman
Mark Pietrantone
Lesley A. Morisset
Katya Mezek
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
For questions about cryptocurrencies and blockchain technology contact
Tim Chheda
John Symington
* No designation has been made by the Texas Board of Legal Specialization of a certificate of special competence in this area.
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.
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.
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.
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.
You'll find our agreements are short, complete and understandable.
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.
Members of our Firm have substantial in-house and general counsel experience, which brings value to our clients.
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 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.
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]).
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
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.
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.
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.
In most sale transactions, the first document a buyer or seller sees is a Nondisclosure Agreement.
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.
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.
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.
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
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