CORPORATE PRACTICE AREA

In the corporate practice area, the Firm represents clients in the establishment and formation of business entities, corporate finance, sales and acquisitions of businesses, reorganizations and transfers, and the structuring of relationships among the principals of business entities.

The Firm represents a wide variety of businesses, including manufacturers, distributors, professional service firms, builders and developers, franchisees, restaurant and hotel operators, technology companies, retailers, apartment building owners, automobile dealerships, day camps, and others.

Matters handled by the Firm include general business advice; formation of business entities, including limited liability companies, corporations, partnerships and other entities; shareholder and operating agreements; stock or asset purchase and sales agreements; agreements for mergers of businesses and real estate entities; development and joint venture agreements and lease and financing agreements.

Representative matters handled by the Firm include:

Representation of a client in the sale of a heavy machinery and tooling distribution business. The transaction included negotiation and closing of a sale contract, negotiation of a new lease with the owner of the building, and a consignment agreement with the purchaser. This transaction enabled our client to retain inventory on the premises and sell it item–by-item until the retained inventory is sold. Uniform Commercial Code filings were also involved to protect the Seller’s interest from the purchaser’s and landlord’s creditors.

Representation of a prominent multi-center orthopedic and sports physical therapy practice in negotiating and finalizing a sponsorship agreement with a major professional sports team that incorporates positioning client as the team’s official physical therapy provider, using the team’s logo in advertising and marketing materials, and other sponsor benefits.

Representation of a client in the formation and organization of a limited liability company and operating agreement for the purchase of an operating catering establishment, including renegotiation of the lease and subsequently, negotiation the purchase of the real estate utilizing an intricate purchase money mortgage from the Seller. After the Firm completed this transaction, we then represented our client in obtaining an institutional first mortgage loan involving personal and corporate guarantees and cross guaranties by the LLC members and their spouses.

Representation of an international corporation in a complex, reverse IRS Section 1031 tax deferred exchange. This transaction involved the purchase of a replacement property prior to the sale of the exchange property.

Negotiations for the purchase of a shopping center in Lubbock, Texas, including a proposed contract of sale, due diligence and financing.