Experience That Follows the Business

Served as Texas or U.S. counsel to borrowers and companies in multiple secured, cross-border credit facilities — for clients in the telecommunications and industrial and manufacturing sectors, with operations across the United States, Mexico, India, and other international markets, and lenders including major Canadian and U.S. financial institutions. Facilities have ranged from approximately $8 million to $75 million. Work included authority and enforceability opinions, UCC perfection, collateral and pledge documentation, guaranties, covenant and organizational review, and coordination among borrower, lender, and local counsel.

Experience involved: secured finance · cross-border lending · Texas opinions · UCC · guaranties · multi-jurisdiction closing

Advised on cross-border corporate tax reorganizations, coordinating the U.S. legal components with clients’ tax and accounting advisors.

Experience involved: cross-border reorganization · U.S. counsel · entity restructuring · tax coordination

Advised on commercial-property acquisitions involving purchase-and-sale documentation, diligence deliverables, title and survey review, tenant and operating information, closing conditions, and 1031-exchange coordination.

Experience involved: acquisition · purchase and sale agreement · title and survey · diligence · 1031 exchange · closing

Served as borrower’s counsel in eight-figure and larger refinances of commercial and multifamily investment properties. The work has included SPE-compliant operating-agreement amendments, borrower and guarantor opinions, entity authority documentation, lender diligence, and closing deliverables, across varying lender and agency requirements.

Experience involved: commercial real estate finance · SPE governance · opinions · lender diligence · closing

Advised sponsors on limited-partnership and LLC structures, capital contributions, distribution waterfalls, governance, investor admissions, subscription documentation, transfer restrictions, and ongoing authority matters.

Experience involved: syndications · private investment · subscription agreements · governance · investor onboarding

Structured holding, management, and operating-company frameworks in connection with SBA-supported financing processes, including ownership and governance, operating agreements, authority documents, equity and guarantor requirements, and coordination with lenders and tax advisors.

Experience involved: SBA process · multi-entity structure · governance · lender compliance · guaranties · closing support

Advised founders and entrepreneurs building IP-intensive wellness, technology, and digital-platform companies, including coaching and subscription platforms. Work has included entity and equity structuring, operating agreements, intercompany and platform intellectual-property arrangements, SaaS and commercial agreements, customer and partner contracting, privacy and data provisions, content-moderation and platform-liability issues, founder and contractor protections, and commercialization strategy.

Experience involved: intellectual property · platform and subscription terms · SaaS agreements · founder and equity structuring · commercialization strategy

Structured phantom-equity, incentive-compensation, buy-sell, right-of-first-refusal, and succession arrangements for privately held companies, with attention to tax treatment, control, vesting, valuation, transfer, and separation scenarios.

Experience involved: executive compensation · phantom equity · succession · buy-sell · tax coordination

Drafted wills and core estate-planning instruments structured to carry out each client’s distribution and succession objectives, with the instrument set built to remain internally consistent and coordinated with the client’s entities and real property.

Experience involved: wills · foundational instruments · distribution and succession objectives · plan integration

Advised on Texas transfer-on-death instruments for real property, including commercial property and the lender-notification questions those instruments raise. Prepared lady bird (enhanced life estate) deeds and related instruments transferring Texas real property outside probate, and transfers of real property into limited liability companies for holding, asset-protection, and succession purposes.

Experience involved: transfer-on-death deeds · lady bird deeds · non-probate transfers · lender notification · LLC property transfers

Formed family limited partnerships with detailed succession planning for closely held family businesses — staged ownership transfers, governance provisions, and integration with the family’s broader estate plan. The arrangements were designed with the recognized planning risk areas — retained control, valuation, and transfer restrictions — addressed in the drafting.

Experience involved: family limited partnerships · staged ownership transfer · governance provisions · retained control · valuation · transfer restrictions

Worked alongside clients’ CPAs and dedicated accounting firms to implement estate-planning strategy on the legal side — translating tax and accounting objectives into executed instruments and entity structures. Related family partnership and entity planning was structured against the recognized transfer-tax risk areas, including retained control, valuation discounts, and transfer restrictions.

Experience involved: CPA coordination · estate and tax planning · transfer-tax exposure · entity structures · instrument execution

Represented hospitality and food-service operators in entity formation and governance, investor arrangements, commercial leases, asset acquisitions, vendor and service contracts, employment and contractor issues, brand and intellectual-property matters, and operating disputes. The work has included both single-location businesses and operators expanding across multiple sites.

Experience involved: restaurant and hospitality operations · leases · acquisitions · investors · contracts · employment · disputes

Counseled franchisees and multi-location consumer businesses on entity structure, location leases, expansion, ownership and governance, employment matters, vendor relationships, financing, and disputes. The firm’s role focuses on the operator’s business and real estate needs and coordinates with franchise-regulatory counsel when a matter requires that distinct discipline.

Experience involved: franchisee counsel · expansion · multi-location governance · leasing · employment · financing

Advised hemp and regulated-product businesses on ownership, investor, vendor, licensing, vending, distribution, and risk-allocation agreements, with close coordination between commercial documentation and each company’s compliance framework.

Experience involved: regulated products · investors · licensing · vendors · distribution · commercial risk allocation

Represented owners of multi-location and multi-industry businesses, including retail and hospitality operators, in negotiated separations and buyouts, including matters where the parties had operated without a written operating agreement, requiring reconstruction of ownership and economic arrangements, negotiated buyout terms, allocation of brand and intellectual-property rights, and post-separation releases.

Experience involved: owner separation · ownership reconstruction · buyout · IP and brand allocation · releases

Represented privately held companies, owners, and investors in disputes involving contractual obligations, fiduciary duties, management rights, payment obligations, and other issues affecting ongoing business operations. Work has included pre-suit demands, pleadings, discovery, dispositive motions, mediation, settlement, and trial preparation in Texas state and federal courts.

Experience involved: breach of contract · fiduciary duty · business torts · payment enforcement · dispositive motions

Represented landlords, tenants, and operating businesses in disputes involving lease obligations, defaults, repairs, buildout issues, assignment and renewal rights, property-management responsibilities, guaranty enforcement, and the continued operation of commercial locations — including disputes arising from commercial acquisitions and ownership transitions.

Experience involved: commercial lease disputes · guaranty enforcement · property management · buildout and repair · operating-location continuity

Represented a logistics company in a Texas commercial dispute over alleged unpaid freight charges arising from a contested double-brokered shipment. Built the defense on lack of contractual privity, defective assignment, standing, prior payment through the authorized broker-carrier chain, and failure of consideration, and prepared dispositive briefing supported by payment records, bills of lading, proof of delivery, and carrier correspondence establishing that the carrier of record had been paid and disclaimed any relationship with the claimant’s alleged assignor.

Experience involved: transportation and logistics · double-brokering defense · privity and standing · dispositive briefing · payment reconstruction

Counseled LLC members, managers, and partners in disputes involving governance authority, fiduciary obligations, capital contributions, voting rights, ownership transfers, and contested buyout terms, including negotiated equity unwinds and settlement documentation under the Texas Business Organizations Code.

Experience involved: member and partnership disputes · fiduciary duty · contested buyouts · equity unwind · settlement

Represented insured property owners in first-party claims involving delayed and incremental payments, scope and documentation disputes, and appraisal-related issues, including reconstruction of extensive claim files and statutory-interest analysis under the Texas Prompt Payment of Claims Act (Tex. Ins. Code ch. 542).

Experience involved: first-party property insurance · Texas Prompt Payment Act · appraisal · claim-file reconstruction · statutory interest

Represented businesses and property owners in disputes involving contractor performance, repair scope, delay, payment, vendor obligations, and related contractual and property-damage issues, frequently arising from commercial or insured-property matters.

Experience involved: construction and repair · contractor and vendor claims · scope and delay · indemnity · property damage

Represented businesses, owners, and property principals in disputes involving guaranties, borrower authority, governance documents, management agreements, lender conditions, and contractual risk allocation — informed by the firm’s transactional experience negotiating financings and preparing Texas legal opinions.

Experience involved: guaranty enforcement and defense · borrower authority · lender compliance · SPE governance · risk allocation

Across these matters, the firm’s litigation work has included pre-suit investigation and demand strategy, pleadings, written discovery, Rule 91a motions to dismiss, traditional and no-evidence summary judgment, mediation and settlement, emergency and post-judgment proceedings, and trial and bench-trial preparation, in Texas state and federal courts.

Experience involved: pre-suit strategy · discovery · Rule 91a · summary judgment · mediation · post-judgment · trial preparation