Corporate

We represent parties in connection with mergers, acquisitions and sales of business entities and their assets. We represent business entities, owners, employees, directors and officers in dealings with third parties and one another. We offer employment and compensation advice to corporate officers, directors, and upper-level management. We give general advice to businesses and management regarding corporate governance, regulatory and compliance matters and preparation of necessary filings and disclosures.

Typical corporate engagements include: business mergers; acquisition and disposition of business assets and stock; management and control disputes; management contract and compensation matters; formation and dissolution of business entities; general corporate governance and contract matters; conducting board of director and shareholder meetings and documenting decisions; proxy management and shareholder relations; corporate capitalization, public and private finance and equity transactions; identification of tax issues and coordination of tax planning for business transactions.

Litigation

We represent parties in contested matters including trials, arbitrations, appeals and regulatory proceedings. We prepare witnesses and client representatives for adversarial proceedings that will require testimony. We provide case management as well as indirect supervision of client matters being handled by other firms. We advise clients how best to avoid litigation, manage risk and minimize litigation exposure. We offer prospective reviews of planned transactions with regard to possible litigation risks.

Typical litigation engagements include: general commercial and contract disputes; employment and discrimination defense; corporate, partnership and fiduciary disputes on behalf of management, buyers and equity holders; securities litigation; trade disputes under the Uniform Commercial Code; unfair competition and intellectual property claims; oil, gas and mineral litigation; real estate litigation; banking, lender liability and collection disputes; personal injury defense and insurance litigation; professional negligence; tax, trust, estate and probate litigation.

Securities

We represent both publicly traded and closely held issuers and investors in connection with public offerings and private placements of debt and equity securities. We represent businesses in negotiations with underwriters and individual investors. We advise clients concerning compliance with the Sarbanes-Oxley Act of 2002 and represent clients in compliance matters before the Securities and Exchange Commission and other federal and state agencies having jurisdiction over securities law matters. We represent investors regarding acquisitions, sales and in ongoing ownership of corporate equities and debt issues. We also represent public companies in shareholder relations and proxy issues, and we represent business owners of private or close corporations in shareholder control disputes.

Typical securities engagements include: public offerings, registration statements and related documentation required by the Securities Act of 1933 and related regulations; preparation and review of compliance filings including all filings required by the Securities Exchange Act of 1934 and related regulations on behalf of the corporation and its officers, directors and principal equity holders; preparation and review of proxy statements, tender offer documents and related materials; coordination of hostile and friendly takeovers through sale or acquisition of securities; public debt offerings and related documentation; private syndications and other exempt transactions involving securities.

Commercial Lending

We represent commercial lenders, borrowers and third parties in all manner of lending and financing transactions, including the review of debt and finance issues in the context of acquisitions, investments and lending activities as well as the representation of creditors in connection with liquidations, sales and distributions of borrower assets.

Typical engagements include: secured loans, accounts receivable and inventory financing, real estate and other forms of equipment and asset-based lending; loan restructuring and workout agreements; lines of credit, letters of credit, loan commitments and other types of stand-by credit facilities.

Estate Planning

We represent individuals in all aspects of estate planning, including preparing wills, trusts, and powers of attorney. We also represent estates in the Probate Courts. We provide succession planning for closely held businesses, advise our clients regarding life insurance, and help our clients navigate the laws regarding gifts to family members and others.

Typical engagements include: preparation of wills, testamentary trusts and related estate planning documents such as powers of attorney, health care powers of attorney and living wills; preparation of lifetime trusts for gift and life insurance purposes; organization of family limited partnerships, including preparation of family limited partnership agreements, related transfer documents, and trusts; preparation and filing of estate tax returns.

Non-Profit, Tax Exempt, & Church Law

We represent non-profit corporations, tax-exempt organizations and churches. We have significant experience in merger and acquisition of non-profit entities, and advise our clients regarding corporate governance and tax law. We serve as general counsel to one of the largest non-profit corporations in Houston, and many of our attorneys have served as directors, trustees, officers and in other major leadership roles (including legal counsel) for churches, church-related schools and social service organizations. Our experience — both legal and practical — makes us well-suited to efficiently address the legal needs of these organizations.

Typical engagements include: mergers, affiliations, and joint ventures; corporate governance matters; tax issues regarding charitable status, fund-raising, endowments, foundations, political activity and unrelated business income; employment issues; contract review; liability issues, including insurance-related concerns, officer and director liability and charitable immunity; representation before the state Attorney General and other supervisory agencies

Real Estate

We represent owners, purchasers, sellers, developers, lenders and brokers in all aspects of acquiring, selling, developing, financing and platting unimproved and improved property. We advise our clients regarding land use matters, including zoning and deed restriction modification, enforcement and interpretation and in assessing and addressing environmental issues. We also assist tenants and other holders of limited interests in real estate in negotiating and documenting agreements that define, modify or transfer their rights.

Typical engagements include: preparation, review, negotiation and documentation of real estate purchases, sales, leases and other transactions; preparation of deeds, easements, partition agreements and related conveyance instruments; assistance and documentation of real estate sales, purchases, and leases; negotiation and documentation of financing arrangements; preparation, review and negotiation of brokerage agreements, construction contracts and similar third-party contracts related to real estate; preparation, review and negotiation of land use agreements and negotiation and revision of land use regulations and restrictions, including environmental issues, construction restrictions, use restrictions, development agreements and other matters impacting land use.

Taxation

We represent corporations, partnerships, limited liability companies and individuals in all aspects of federal income tax planning with an emphasis on domestic corporate, partnership and real estate tax issues, including but not limited to organizational tax issues, purchase and sale issues and compensation issues. Our representation includes appearance before the Internal Revenue Service and the federal courts in the case of tax controversies. We also represent our clients before state taxing authorities.

Typical engagements include: analysis and advice regarding tax-efficient business organization and transaction structures; negotiation of business transactions for effective tax treatment; organization of venture capital partnerships; preparation of ruling requests on the tax consequences of certain transactions for presentation to the Internal Revenue Service; representation of taxpayers in civil tax controversies before the Internal Revenue Service and the Tax Court.