- Work with a $32 million company on Inc Magazine list of top privately held businesses in the nation to prepare for and negotiate an acquisition of the Company; including evaluation of several offers, bringing in tax advisors and steering the analysis whether offers met the shareholders’ after tax goals; review and preparation of due diligence materials to provide to potential acquirers and negotiation and drafting of definitive documents to consummate the acquisition.
- Work with former shareholders of an acquired company to get the buyer to live up to its earn out obligations in the purchase agreement; Helped place these former shareholders’ claims with the appropriate litigator.
- Work with two different hotel developers seeking equity capital, one for a conference hotel project in the San Antonio Medical Center area and one for a hotel / condo project on the museum reach of the Riverwalk in San Antonio. Included review of investor packages, selection of the right information to give to accredited investors, creation of a chain of custody to prove that they got the information, verification of accredited investor status, purchase agreement documentation as well as compliance with state securities laws to offer to investors in 10 states.
- Work with an oil and gas exploration and production company to plan and execute a series of private offerings to allow it to bid on different properties within the U.S.; Included consideration of traditional private placements managed by registered brokers as well as other private sources of capital.
- Work with a real estate developer to do a $22.5 million private placement of securities entirely within Texas using Texas’ “limited advertising to accredited investors” exemption from registration; Involves creation of information disclosure documents for potential investors, drafting of governing documents of the issuer, obtaining approval of state regulators of the advertising copy, helping with appropriate placement of the ad copy and helping the issuer devise a system for qualification of investors that will not taint the offering by general solicitation outside of the ads nor by disclosure to non-accredited investors.
- Work with hard money lenders to create securities issuers which function as private mortgage funds to meet credit needs which would normally be met by traditional lenders or private equity firms, but which were not being met during the financial crisis of 2008 – 2010 and beyond. Entailed working to create appropriate information disclosure for potential investors, drafting and editing material contracts, such as servicing agreements, where needed, drafting governing documents of the issuer, structuring to allow compliance with usury limits, where applicable, and overall securities law compliance on the state and federal levels.
- Application for and approval of tax exempt status for a scientific research organization with for-profit affiliates. Received approval for a non-profit which is allowed to engage in applied research and economic development; can maintain ownership of intellectual property and receive royalties from licensing it; pay royalties to inventors and generally share a percentage of revenue with employees; give performance based compensation and share consulting fees with employees; receive and maintain majority ownership in a for-profit entity in exchange for a right to license all intellectual property from the non-profit; have the for-profit subsidiary receive investments from others; share the same CEO and operating costs; transfer funds back and forth with the for-profit subsidiary; and have employees able to transfer back and forth between it and the for-profit subsidiary.
- Due diligence, negotiation and structuring of two angel investments in and an Texas Emerging Technology Fund grant to a digital media content software company, including the statement defining convertible preferred stock, changes in corporate structure, shareholders’ agreement, employment agreements for founders and related documentation.
- Creation of pass through tax structures and investment instruments for a company engaged in clinical research management and development of significant proprietary software for use in that business and IT services. Included documentation such as a partnership or LLC operating agreements, convertible note, note purchase agreement, shareholder agreements, intellectual property assignment agreements, a license and other related documentation.
- Negotiation of raw materials supply contract, license and cooperative research and development agreement between client engaged in nutriceutical development and an established manufacturer and marketer of OTC drugs and supplements.Renegotiation of license between Dept of Air Force and client and negotiation of sublicense for biological material which can measure radiation exposure.
- Negotiation of licensing agreements and sponsored research agreements with universities on behalf of product companies as well as research management and consulting firms in toxicology and electromagnetic radiation.