Entity Structuring & Reorganizations
Some structures are drawn on a napkin; the ones that survive scrutiny are engineered. The firm designs and implements multi-entity frameworks — holding companies, operating subsidiaries, IP-holding entities, special purpose entities — and executes the reorganizations that move mature businesses from the structure they have to the structure they need. This includes serving as Texas counsel in domestic and international tax-driven reorganizations, mergers, conversions, and capital restructurings, implemented through instruments drafted under the Texas Business Organizations Code.
Services
SIX ITEMS- Multi-entity operating frameworks and holding-company design
- Intercompany governance and intellectual property licensing arrangements
- Tax-driven reorganizations, mergers, and entity conversions (Texas counsel, coordinating with tax advisors)
- Capital restructuring and membership interest transfers
- SPE and separateness structuring for lender compliance
- Governance amendments and restated company agreements
Representative Experience
THREE MATTERSStructured multi-entity operating frameworks for emerging technology and investment ventures, including intercompany governance and IP licensing arrangements.
Texas counsel in domestic and international tax-driven reorganizations, entity conversions, and capital restructuring transactions.
Structured and amended operating agreements to satisfy SPE and separateness covenants required by institutional lenders in financing transactions.
Representative matters. Prior results do not guarantee a similar outcome.
Process
FOUR STEPSStructure audit
Current entities, ownership, intercompany flows, and the problem the structure must solve.
Architecture memo
Proposed structure with tax coordination points and implementation sequence.
Implementation
The complete instrument set: transfers, amendments, conversions, consents.
Documentation
Closing binder and updated governance records.
FAQs
THREE QUESTIONSWhen does a business need a holding structure?
When one pool of assets shouldn’t answer for another’s liabilities, when IP should sit apart from operations, when investors enter, or when a lender demands separateness. Usually earlier than owners expect.
Do you handle the tax analysis?
The firm brings LL.M.-level tax fluency and coordinates closely with your CPA or tax advisor; structural decisions are made with the tax consequences in the room, not discovered after.
Can a Texas LLC be converted without dissolving it?
Yes — the TBOC’s conversion provisions allow entity and jurisdiction changes with continuity of existence, if executed correctly.