Legal Services

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
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.