My clients range from start-ups to mature businesses and public companies. I work with them to maximize their profits and reduce risk by learning about their business and its growth plans and focusing on their primary concerns about the business. This can include a review of business's organizational documents, organizational setup, and balance sheet to determine its assets, risks associated with current organizational structure and asset ownership and suggestions regarding the protection of assets and sources of revenue. This can also cover the business's recurring contracts such as purchase agreements with vendors and sales agreements with its customers and clients with a view toward maximizing profits and reducing loss potential.
If the business has significant intellectual capital, proprietary information, or trade secrets, then a review of nondisclosure/confidentiality agreements and noncompetition agreements is in order. A part of the process can also include a review and discussion of the owner's exit strategy options, buy-sell provisions in the event of multiple owners, and positioning of the company to grow by buying additional businesses, and ultimately positioning the company for a sale.
When working to maximize a business's profit potential and reduce its risk potential, I focus on the following areas…
Asset Management – structure of the ownership of businesses and assets to maximize business and economic efficiencies and minimize legal exposure.
Business Acquisitions – business acquisitions and sales, including mergers, stock purchases and sales, asset acquisitions and sales, business separations, spinoffs, split-offs, stock splits, reverse stock splits, triangular and reverse triangular mergers, negotiating and preparing the purchase and financing documents, letters of intent, acquisition and closing documents, loan commitments, loan agreements and documents, debt instruments and security documents with both private and institutional lenders.
Business Contracts – contracts with vendors/suppliers and customers, officer/employee incentive compensation agreements (combining options, stock appreciation rights, and performance units), shareholder buy-sell agreements, management agreements, stock option agreements, stock redemption agreements, nominee agreements, profit participation agreements.
Commercial Lending and Business Financing – negotiating, reviewing, and preparing loan documents for commercial loan transactions on behalf of business owners as lenders and as borrowers.
Commercial Real Estate – purchase agreements, development agreements, loan documents, office and retail lease agreements, management agreements, and ground leases for the purchase, development, construction, operation, occupancy, and sale of raw land, residential housing, apartment projects, office buildings, shopping centers, nursing homes, assisted living centers, and office warehouses.
Entity Formation – structure and formation of limited liability companies, limited partnerships, corporations, and joint ventures.
Intellectual Property and Technology Matters – Software acquisition agreements; licensing agreements; value-added reseller agreements; software acquisition agreements; software licensing agreements; web site construction, operation, and maintenance agreements; web site design agreements; hardware support agreements; software support agreements; technology consulting agreements; product sales and distribution agreements; and non-competition, non-disclosure, and non-solicitation agreements.
International – Working with foreign businesses to set up operations in Texas.
My goal is to work with clients by both learning as much as possible about their businesses and its goals and needs, and then tailoring legal solutions to meet those needs. My philosophy is to be a deal maker, not a deal breaker, while devising “win-win” solutions. For more information, call me at (713) 984-9400 or email me at [email protected].
After graduating from the United States Air Force Academy in 1969, I served in the United States Air Force, achieving the rank of Captain, and receiving the Bronze Star Medal, Air Medal, and Vietnamese Cross of Gallantry, among other awards and decorations. Upon graduating Magna Cum Laude from the University of Houston Law Center in 1975, I joined the law firm of Prappas, Caldwell, and Moncure, worked my way through the ranks and became a named partner in the law firm of Prappas, Moncure, Eidman & Solomon before starting my own practice in 1984.
After completing the National Institute of Trial Advocacy's Advanced Civil Trial Advocacy Program in 1987 and the Master Advocates Program in 1988, I expanded the practice to include commercial litigation and have helped clients resolve numerous business, corporate, and partnership disputes and dissolutions. Although I no longer directly handle lawsuits, my experience of teaching law students and lawyers for more than twelve years in the Advanced Civil Trial Advocacy Programs at the University of Houston Law Center, coupled with trying lawsuits and handling numerous mediations, allow me to bring to asset management and ownership programs, business and commercial real estate acquisitions, contract negotiations and preparation, and general business matters a strong awareness of not only what is important to the bottom line economics of the deal, but also what is important should the transaction wind up in the court house.
I have been Martindale-Hubbell rated AV Premier since 1986, their highest possible peer review rating for legal ability and ethical standards.