These are some examples of the types of projects I have handled for clients:
Acquiring and Reorganizing Limited Liability Company
Representing a limited liability company (LLC) member in his acquisition of all remaining LLC interests, reorganizing the LLC so that it is no longer a series LLC and making it a manager-managed LLC, and contributing the ownership of the LLC to a limited partnership owned by the acquiring LLC member by way of Assignment and Contribution and Funding Agreement pursuant to appropriate authorizing resolutions.
Admitting employee as limited liability company member
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Reviewing and preparing suggested revisions to a Company Agreement for a limited liability company regarding the admission of a key employee as members of the limited liability company.
Admitting lender-owned entity as a substitute limited partner
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Representing the remaining general partner and limited partner of a limited partnership that had previously consented to the pledge by the other general partner and limited partner of their partnership interests to secure a bank loan. The loan went into default and the lender foreclosed on the partnership interests. The project included advising the remaining general and limited partner regarding the rights of the lender owned purchaser of the foreclosed interest and negotiating and documenting the terms of admission of the lender owned purchaser as a substitute general and limited partner of the limited partnership, including negotiation of terms of amended limited partnership agreement admitting the purchaser, representations and warranties, obligations regarding future capital contributions, remedies upon a failure to contribute, reimbursement of prior advances, and capital account balances.
Advising C-Level employee regarding obligations to former employer
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Representing C-level employee and review of confidentiality agreement with former employer regarding post-employment plans to go into business and advising regarding his obligations and restrictions under the confidentiality agreement.
Amending Employment Agreement
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Representing employer in the preparation of employment agreement modifying earlier employment agreement for former chief operating officer, including base salary and bonus provisions for achieving stated goals, change in control provisions, termination provisions not resulting in severance payments, for cause termination provisions, termination resulting in severance payments upon the occurrence of triggering events, and excise tax equalization payments provision.
Amendment to Loan Agreement
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Negotiating and preparing amendment to loan agreement and loan documents on behalf of borrower covering a $3 million bridge loan for working capital purposes to extend and modify loan terms.
Americans with Disabilities Act Amendments Act Memorandum
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Preparing a memorandum for client's use regarding changes required to be made by client in order to comply with the Americans With Disabilities Act Amendments Act.
Americans with Disability Act obligations
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Advising employer regarding Americans with Disabilities Act implications regarding employee termination.
Asset-Based Loan
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Representing the lender in making an asset-based loan for working capital purposes evidenced by promissory note and secured by a security interest in the assets of the borrower.
Asset-Based Loan
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Representing the lender with regard to an asset-based loan secured by all the assets of borrower including preparation of promissory note, security agreement, guaranty agreement, and loan agreement.
Assignment of Commercial Lease
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Representing tenant in connection with negotiations with the landlord and assignee regarding the assignment by tenant of tenant's commercial lease including reviewing and revising the agreement providing for the assignment and assignee's assumption of the lease and subsequent release of the tenant from all liabilities under the lease.
Assisting Employer with Texas Workforce Commission Audit
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Assisting employer regarding Texas workforce commission audit concerning independent contractor status of workers, review of independent contractor agreement and state and local independent contractor requirements and advising employer regarding the requirements.
At-will Employment Contract for Outside Sales Employee
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Preparation of at will employment contract for outside sales employee with provisions dealing with no prior restrictions, providing for monthly compensation plus quarterly sales commissions based on net amounts received by the company for sales made by the employee, plus the usual provisions dealing with vacation/personal time, fringe benefits, expense reimbursement, covenant not to compete, nondisclosure provisions, works made for hire provisions, ownership of information, and customer and employee non-solicitation.
Boundary Line Agreement
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Preparation Boundary Line Agreement to resolve dispute between client and adjacent property owner regarding the location of the boundary line between their adjoining tracts of land.
Business reoganization to transfer incompatible business line
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Representing the owner of a business who wanted to reorganize the existing business operation by distributing the ownership of that entity from one holding company to another newly formed holding company in order to move an incompatible class of assets and business from one business operation to another.
Buy-Sell Agreement
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Preparation of corporate shareholder buy-sell agreement covering death, disability, death, and other triggering events and the rights of a purchasing and a selling shareholder, form of purchaser note, and pledge agreement.
Cafeteria Plan
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Review and consultation with employer regarding cafeteria plan provided to employer by its benefit provider.
Captive Insurance Company
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Working with client concerning setup and ownership of captive insurance company.
Commercial Loan Work-Out
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Representing the borrower in connection with negotiating a release and settlement agreement with a commercial lender discharging the borrower, the guarantors, and all related entities from all claims and liabilities to the commercial lender in consideration of their release of all claims against the commercial lender. Additionally, the lender released to the borrower a certificate of deposit owned by the borrower, and the borrower delivered to the lender a deed conveying to the the lender all other security held by the lender for the loans to the borrower.
Commercial Office Purchase Contract
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Representing the purchaser in the review and negotiation of a commercial office purchase contract for the purchase of a tract of real estate and the construction of an office building in a commercial office park, review and negotiation of loan documents securing a permanent loan to be made on the completed office building, title commitment, documents relating to the property, including covenants conditions and restrictions of the office park, and related closing documents.
Commercial Property Acquisition, Management Agreement, and Office Lease
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Representing purchaser in acquiring a commercial office building, preparing a management agreement for operation of the property by client's management company, and preparing a lease agreement for space to be leased to tenants.
Commercial Real Estate Loan
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Representing lender loaning the purchase price of a commercial real estate tract, including review all title documents, and the preparation of closing instructions, assignment of rents and leases, deed of trust, promissory note, borrowing resolution, and vendor's lien instructions.
Consulting Agreement
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Preparation of a consulting agreement providing a choice of differing levels of service with differing payment provisions and warranty disclaimers, limits on liability, work product ownership by the service provider, and indemnity provisions for the benefit of the service provider together with a mutual nondisclosure agreement to be entered into before the negotiation of the consulting agreement to cover the nonpublic and proprietary information to be disclosed during the exploration of the consulting engagement.
Contract Review
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Review of agreement regarding evergreen renewals, review of applicable case law, and telephone conference with client regarding obligations under the same.
Conversion of Limited Partnership to Limited Liability Company
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Converting limited partnership to limited liability company by preparing plan of conversion, certificate of conversion, certificate of formation, and related company documents and authorizing resolutions.
Corporate Update
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Updating and revising corporate records to reflect buyout of minority owner and his resignation as officer and director of parent company and all subsidiaries, including amending and restating bylaws of the parent corporation and its subsidiaries, resignations, and preparing resolutions electing successors.
Creating two classes of ownership for limited liability company
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Preparation of limited liability company agreement providing for two classes of ownership, one with full voting rights to be held by existing owners and one for future key employees who would have limited voting and management rights restricted to temporary tie-breaking voting rights in the event of a deadlock between voting members; containing restrictions on transfers of interest; and creating purchase options upon the occurrence of triggering events, including death, disability, divorce, death of a spouse, dissolution of entity, bankruptcy, and other related events.
Deed In Lieu Of Foreclosure
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Representing seller of real property/noteholder in connection with taking a Deed In Lieu Of Foreclosure from purchaser who defaulted on the purchase note.
Development of Asset Management Program
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Working with client who had recently sold a business to devise an asset management program for deploying the sales proceeds, which included forming in various entities to manage the sales proceeds. The entities consisted of an investment entity to hold the proceeds that will be invested and an operating entity to hold various operating companies that will be started using the remainder of the sales proceeds. Additionally, these operating entities included an entity to hold the real estate in which the new businesses will be operated, and leasing operating space to the new entities that will be formed to operate the new business ventures, together with forming the entities in which the new businesses will be operated, and preparing contribution and funding agreements, transfer documents to convey assets from the owners to the operating entities, and leases between the entity owning the real estate and the operating entities.
Employee Bonus Program
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Preparing an employee bonus program providing for a payment to a key employee of a percentage of the net proceeds of a sale of the company or the business to gvie the key employee an incentive to stay with the company and grow the value of the business.
Employee Handbook
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Preparation of employee handbook.
Employee Separation Agreement
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Representing employer regarding termination of company vice president including review of Employment Agreement and preparation of Employee Separation Agreement.
Employee Termination Procedures
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Consulting with employer regarding employee termination procedures, review of employment agreements, noncompetition agreements, and existing employee handbook; preparation of separation and termination procedures, separation exit interview checklist, separation agreement, continuing obligation letter, separation notice, and related company separation documentation templates for continuing use by employer
Employment Agreement
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Representing business owner in the preparation of Employment Agreement setting for the duties and obligations of employee, including provisions concerning at-will nature of employment, compensation, no prior restrictions representation, benefits, vacation/personal time, ownership of work product, noncompetition and confidential information provisions, and related provisions
Employment Agreement
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Review of client's employment agreement regarding noncompetition provisions and their restrictions on client's future actions.
English-Only Rules
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Research and review of EEOC guidelines, regulations, and compliance manual regarding English-only rules and conference with employer-client regarding the same.
Equipment Rental Company
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Formation of equipment company and preparation of equipment rental agreement to be used by the company in renting its equipment to third party users
Evaluation License Agreement
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Representing licensor in connection with preparing an Evaluation License Agreement permitting a potential licensee to use licensor's software for a 30 day period for the purpose of evaluating the software to determine if the software is suitable for the needs of the licensee and to determine if the licensee wishes to enter into a long-term license agreement for the use of the software by the licensee.
Forming a vehicle leasing business
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Formation of entity starting a vehicle leasing business, preparation of vehicle acquisition agreement and bill of sale for vehicles to be used in the business, and a vehicle lease agreement for subsequent leasing of vehicles to a third party operating company.
Gift of Limited Partnership Interests
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The gift of the limited partnership interests included the reviewing Gift Trusts and preparing gift assignments from trust grantors to the gift trusts of limited partnership interests and preparing amendments limited partnership agreements and resolutions of partners authorizing the admitting of the trusts as substituted limited partners.
Governance of Non-Profit Corporation
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Representing member of the Board of Directors of a nonprofit corporation regarding documentation of minutes of meetings of the Board of Directors and amending and restating by-laws to include, among other provisions, insurance requirements, meeting procedures, indemnities, quorum requirements, membership requirements, and related matters.
Hiring a General Manager For Manufacturing Facility
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Working with the owner of a manufacturing facility to hire a general manager and determining salary and method of bonus calculation after review of prior years operational reports, preparation of employment agreement and job description and negotiating requested revisions.
Independent Contractor Issues
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Reviewing company's independent contractor agreement and advising and consulting regarding the IRS independent contractor test, the Texas Workforce Commission independent contractor test, Federal Fair Labor Standards Act exemptions, and recent cases regarding independent contractor compared to employee decisions.
LLC Update
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Preparing amendments to multiple limited liability company operating documents to reflect changes in ownership, management, and organization, including amending certificates of formation to provide for manager-managed operations, accepting resignations of incumbent management team and electing new managers and officers, changing bank signatory authority, amending and restating LLC company agreements; amending company documents and records to reflect new ownership; and revising and amending employment agreements for new management team.
Lease Assignment
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Representing tenant in negotiating and preparing an Assignment of Lease assigning tenant's rights under the lease to the new tenant.
Lease of Commercial Property
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Representing landlord in the negotiation and preparation of a commercial lease agreement covering property to be used for manufacturing and sale.
Leveraged Buyout
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Representing purchasers in connection with their leveraged buyout of the existing ownership of a manufacturing corporation, including preparation of purchase agreement, promissory notes, pledge agreements and stock powers.
License Agreements
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Representing software developer in connection with the negotiation and preparation of a License Agreement allowing use of its software by third-party programs and preparation of End-User License Agreement (EULA) to be agreed to by the end users of the third-party program in which the developer's program will be embedded
Master Services Agreement
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Reviewing and revising terms of Nondisclosure Agreement, Master Services Agreement, and the terms and conditions of the services to be provided by client under the Master Services Agreement.
Master Services Agreement
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Representing owner of contracting company in reviewing of Master Services Agreement covering construction services to be provided by contractor in connection with installing security and access systems for the general contractor under the Master Services Agreement.
Negotiating Dispute Settlement with Data Services Center Provider
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Negotiating dispute settlement between client and data service provider resulting from data services provider's failure to provide promised expertise and support for the transition to the data service provider's facility of client's hosted facility, not properly configuring the required virtual private network and domain controller set up, and other matters required for the promised hosted exchange.
Negotiating Mutual Release and Settlement Agreement
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Representing client having dispute with seller of property regarding seller's failure to provide appropriate title documentation resulting in client's failure to play monies due under purchase note for the property, negotiating a mutual release agreement and return of the property in question in full satisfaction of any amounts remaining due on the purchase note.
Negotiating Settlement of Claim Against Manufacturing Company
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Representing manufacturing company in connection with a claim made by purchaser of allegedly defective products and negotiating settlement and mutual release of claims.
New Venture Nondisclosure Agreement
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Preparation of nondisclosure agreement to be used by client allowing disclosure of confidential information to be disclosed to potential business party in connection with determining the viability of pursuing and possibly engaging in future business operations and opportunities with such party.
Noncompetion Agreement
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Advising client regarding non-competition agreement with former employer and its restrictions on his actions and review of his proposed employment agreement with future employer.
Office Lease
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Representing tenant in reviewing and negotiating revisions to Office Lease Agreement.
Preparation of Services Agreement
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Preparation of services agreement for the provision of services relating to back office support and data entry and custom software; preparation of software license agreement licensing the use of custom software developed for use in connection with back office support and data entry.
Privacy Statement
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Representing website owner and preparing a privacy statement for use by website owner.
Private Park Rules and Regulations
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Reviewing and revising rules and regulations for a private park restricted to members-only located on client's property, including payment and membership requirements
Professional Services Agreement
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Review and revision of professional services agreement dealing with providing information technology risk evaluation services.
Purchase of Business to be Operated In Real Estate Owned by Purchaser
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Representing the purchaser of the operating assets of a sales and repair business, including inventory, work in process, and all of seller's business, confidential information, proprietary rights, prepayments or deposits from customers, intellectual property and goodwill for cash and an assumption of specified liabilities of the seller including specific debt and lease obligations, including negotiation and revision of the Purchase Agreement, Assignment of Lease Rights, Consent of Seller's Board Of Directors, Bill of Sale, Certified Resolutions of Purchaser, and Purchase Agreement from seller's affiliate covering operating assets used in connection with seller's business, forming an additional limited liability company to acquire the operating assets and lease them to purchaser; capitalization of newly formed LLC by the contribution to it of real estate owned by purchaser and to be leased to the LLC that acquired and will operate the purchased assets; preparation of lease agreement; negotiation and review/revision of loan documents for loan to be secured by the real estate leased to the operating entity.
Purchase of Commercial Real Estate Tract
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Representing the purchaser of a commercial real estate tract, including forming limited liability company to acquire title to the tract, assigning Earnest Money Contract to the newly formed limited liability company, review of all title documents including title commitment and schedules A, B, and C and survey, negotiation of title commitment revisions with title company, and preparation of warranty deed and authorizing resolutions.
Purchase of Commercial Tract
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Representing the purchaser of a commercial tract of real estate including preparation of purchase agreement, reviewing and preparing objections to title commitment, survey, and documents listed on the title commitment, preparing assignment of purchase contract to an affiliated limited partnership, and preparing closing documents, including deed, closing instructions, and authorizing resolutions.
Purchase of LLC Ownership and Loan to LLC
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Representing purchaser of ownership interest in connection the purchase in a limited liability company and a subsequent loan to the company for operating capital, including the negotiation and preparation of the Purchase Agreement, Promissory Note, Loan Agreement, Guaranty, Closing Agreement, Amendment to LLC Company Agreement, Assignment of Interest in LLC to Purchaser, And Authorizing Resolutions.
Purchase of Minority Interest in Limited Partnership
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Representing the majority owner of a limited partnership and its general partner in connection with the acquisition of a minority owner's interest in the general partner and the limited partnership, including negotiating and preparing the purchase agreement, assignment of ownership interest, and resolutions authorizing the transaction.
Purchase of Promissory Note
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Representing the purchaser of a Promissory Note including reviewing the Note and Deed of Trust securing the Note, preparation of the Assignment of the Note, Allonge Endorsement of the Note, and assignor's letter to note maker advising it of the assignment.
Purchase of Retail Service and Sales Business
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Representing the purchaser of the retail service and sales business including assumption of the lease, renegotiation of the lease with the landlord, purchase of all inventory, preparation of Purchase Agreement, Bill of Sale and Assignment, negotiation and revision of Assignment and Assumption of Shopping Center Lease with landlord, and Lease Extension Agreement with landlord.
Purchase of To Be Constructed Office Building
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Representing purchaser of tract of land pursuant to a purchase agreement obligating the seller to build an office building as part of an office park, including reviewing title documents, survey, construction obligations, building specifications, and permanent loan takeout commitment agreement.
Ranch Purchase
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Representing purchaser in connection with acquisition of ranch, including review of earnest money contract, preparing amendment to earnest money contract, assignment to LLC, authorizing resolutions, deed, bill of sale, and review the negotiation of revisions to title commitment.
Real Estate Refinancing
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Representing Borrower in connection with real estate loan refinancing, including review and negotiation of revisions to Loan Agreement, Promissory Note, Deed of Trust, Security Agreement, Pledge Agreement, Guaranty, and Assignment of Rents and Leases.
Redemption Agreement
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Preparation of a Redemption Agreement providing for the redemption of corporate shares for a cash redemption price payable at closing, stock powers, and authorizing resolutions.
Renegotiation of Purchase Note
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Representing business seller in connection with business purchaser's renegotiation of terms of a purchase note given by business purchaser in connection with the purchase of a portion of the seller's business, including amending the terms of the note to provide for a note prepayment and additional security for the seller under the terms of the renegotiated note and amendments to the security documents to reflect the revised terms.
Reorganizing Asset Ownership
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Preparation of operations limited partnership to own all of the outstanding shares of existing C corporations and preparation of investment limited partnership for liquid asset ownership, together with contribution funding agreements, assignments, stock powers, and related transfer documents.
Reorganizing Business Operations
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Reorganizing the ownership and operation of existing business operations by creating separate limited partnerships for each owner to own various operational entities, including conversion of existing S corporations to limited liability companies, and creating new operational entities to own and operate various business operations; creating separate investment limited partnerships for separate ownership by each owner of their respective separate liquid assets.
Representing Borrower in connection with Commercial Real Estate Loan Workout
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Review and negotiation of workout letter from lender modifying and renewing commercial real estate loans aggregating more $40 million plus an additional $5.5 million working capital loan and review and negotiation of all related loan workout documents, including Deed of Trust, Assignment of Rents and Leases, Promissory Note, Security Agreement, Guarantees, and Pledge Agreements.
Representing Majority Owner in Buyout of Minority Owner
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Representing majority owner in buyout of minority owner's interest in corporation at a time and a closing to be held three years in the future, including provisions governing the operations of the corporation pending the future purchase, conditions to purchaser's obligation to purchase, and terms adjusting the purchase price in the of a post-closing sale of the corporation to a third-party.
Representing employer in employee claim for unpaid wages
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Representing the owner when an employee claiming unpaid wages filed a claim with the Texas Workforce Commission alleging Payday law violations.
Resolving Alleged Website Picture Infringement Claim
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Negotiating settlement regarding alleged claim of website picture use infringement, including negotiating settlement and preparation of Settlement and Release Agreement.
Review And Update of Company Hiring Documents
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Reviewing and updating of company hiring documents, including employment/hire letters issued by employer.
Review and Revise Third-Party Eligibility Agreement
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Review and suggest revisions to Third-Party Eligibility Agreement and Business Associate Agreement on behalf of third-party eligibility services provider.
Review and Revision of Company Employee Handbook
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Reviewing and revising company handbook provisions relating to white-collar exemptions, attendance requirements for new employees, overtime authorization, and genetic information nondiscrimination policy.
Review and Revision of Employee Handbook
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Review and preparation of suggest revisions to employee handbook of client to bring into compliance.
Review of General Consultant Agreement
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Review of General Consultant Agreement on behalf of independent contractor providing safety analysis consulting services and advising client regarding his responsibilities and obligations under the agreement.
Reviewing and Revising LLC Company Agreement
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Representing minority owner of a limited liability company in negotiating and revising the terms of the LLC's company agreement, including terms of capital contributions based on intellectual property contributed to the company, future cash contribution obligations, remedies for a failure to make a required capital contribution, permitted and prohibited uses of capital contributions, cash distribution requirements, powers granted to and withheld from LLC managers, limits and deferrals of officer compensation, ownership transfer limitations, and by-sell provisions.
