Practice Areas

Debtors

Our firm specializes in the representation of distressed entities, with an emphasis on an expedient and sustainable shift towards an effective reorganization. This process begins with an evaluation of the methodology by which such a reorganization is to take place – such strategies can include out-of-court workouts, chapter 11 filings which are prepackaged or prenegotiated with the distressed client’s numerous constituents, straightforward chapter 11 filings in which negotiations with the client’s constituents begin at the time of the filing so that the client may emerge as a successful going concern, or court-approved sales of all or a portion of the client’s assets with the blessing of the bankruptcy court.

Once a strategy has been adopted, our attorneys will be immediately deployed with regard to implementation. During the course of both in-and-out of court workouts, our attorneys services will, as necessary, involve:

  • The identification of crucial creditor and equity bases that are integral to the client’s ability to survive and eventually thrive, and the engagement with such constituents in negotiations to garner their support of the client’s proposed reorganization.
  • The negotiation and drafting, where needed, of documents to infuse additional liquidity into the client, including bridge loans, DIP financing loans, and exit financing.
  • Ensuring the continued functioning of the client by working with management to retain employees and preserve morale through various incentivization programs.
  • Counsel to management and equity as to their fiduciary duties to the client.
  • Drafting of those documents which are key to the client’s emergence, such as the plan of reorganization and disclosure statement.
  • Resolution or litigation with constituents who may have objections with the client’s elected course of restructuring.

Our firm’s attorneys have been integrally involved in the following debtor engagements:

  • Counsel to the Debtor, Agrifos Fertilizer, LP (S.D. Tex.)
  • Counsel to the Debtor, Phytogen International (D. Wy.)
  • Counsel to the Debtor, Dow Corning Corp. (E.D. Mich.)
  • Counsel to the Debtor, Super Discount Markets Inc. (N.D. Ga.)
  • Counsel to the Debtor, Dee Howard Aircraft Maintenance (W.D. Tex.)
  • Counsel to the Debtor, Genometrix, Inc (S.D. Tex.)
  • Counsel to the Debtor, WBO Enterprises, LP (N.D. Tex.)

Unsecured Constituencies

Our attorneys have extensive experience representing both unsecured creditors and other unsecured constituencies, gleaned from working as part of the world’s most preeminent financial restructuring firms specializing in such representations. This experience allows our attorneys to effectively harmonize grievances between the numerous constituencies within a reorganization and achieve a maximum return to unsecured creditors or noteholders. Our attorneys have successfully represented numerous individual unsecured constituencies (including financial institutions, landlords, note and bondholders, and other significant individual entities), and unsecured creditors’ committees.

Our firm’s attorneys have been integrally involved in the following engagements involving unsecured entities:

  • Counsel to Official Committee of Unsecured Creditors, Heritage Consolidated (N.D.Tex.)
  • Counsel to Official Committee of Unsecured Creditors, Hallwood Energy LP (N.D.Tex.)
  • Counsel to Official Committee of Unsecured Creditors, Delta Airlines (S.D. N.Y.)
  • Counsel to Official Committee of Unsecured Creditors, Kaiser Aluminum (D. Del.)
  • Counsel to Official Committee of Unsecured Creditors, Manchester, Inc. (N.D. Tex.)
  • Counsel to Member of Unsecured Creditors' Committee, Pilgrim's Pride (N.D. Tex.)
  • Co-Counsel to largest unsecured creditor, RE Loans (N.D. Tex.)
  • Co-Counsel to largest unsecured creditor, Unified 2020 Realty Partners, LP (N.D. Tex.)

Distressed Asset Sales

In situations where it has been determined that a distressed entity is not viable or does not desire to continue operations as a going concern, a sale of the distressed entity’s assets is often the most effective and expedient means of achieving a client’s goals. Our attorneys have been involved in numerous in-and-out-court distressed acquisitions, having shepherded many sales through the 363 process and negotiated protections for numerous potential stalking horses at auction in connection with the purchase of distressed debt, distressed assets, post-confirmation acquisitions, and loan-to-own financing. Services include the deployment of strategies designed to maximize the value of the target, the creation of alternate bid strategies, and the drafting and negotiation of sales and bidding procedure motions in conjunction with court-ordered sales.

Our firm’s attorneys have been integrally involved in the following engagements involving asset sales:

  • Counsel to Chapter 7 and 11 Trustee for M3 Technology as seller in connection with prospective sale of numerous patents and patent licenses
  • Counsel to stalking horse buyer in connection with the purchase of numerous Tin Star franchises
  • Counsel to purchaser of Texas-based scrapyard
  • Counsel to purchaser of Texas-based pharmacy

Trustee Representations

There are a variety of circumstances in which a trustee will replace the debtor-in-possession in a bankruptcy to ensure an equitable and maximized distribution for creditors. These situations include the automatic institution of a trustee upon the filing of a chapter 7 bankruptcy case, the replacement of a chapter 11 debtor-in-possession with a trustee where there exists the prospect of fraud on the debtor’s creditor base or mismanagement of debtor assets, and the institution of a post-confirmation trustee after the plan of reorganization has been confirmed. The trustee’s duties, among other things, include: (i) monitoring the debtor’s post-confirmation operations and budget; (ii) prosecution of litigation on behalf of the creditor base as proscribed by the plan of reorganization; and (iii) contestation of proofs of claim filed during the bankruptcy which may not be valid.

Our attorneys have worked with numerous chapter 7, chapter 11, and post-confirmation trustees, and have extensive experience with post-confirmation maintenance of debtors, claim objections, and prosecution of litigation under confirmed plans (including, without limitation, the prosecution of fraudulent transfers, preferences, and inappropriate transfers made by the debtor after the filing of the bankruptcy petition).

Our firm’s attorneys have been integrally involved in the following engagements involving trustee representations:

  • Counsel to Chapter 7 and 11 Trustee for M3 Technology as seller in connection with prospective sale of numerous patents and patent licenses
  • Counsel to stalking horse buyer in connection with the purchase of numerous Tin Star franchises
  • Counsel to purchaser of Texas-based scrapyard
  • Counsel to purchaser of Texas-based pharmacy

Secured Creditors

With extensive experience as counsel to individual banks, bank groups, indenture trustees, and secured noteholders, our attorneys have a deep knowledge and understanding of the rights held by and potential pitfalls faced by secured lenders, in both in-and-out of court restructurings. Our attorneys have structured and negotiated underlying documents for numerous bridge loans, DIP financing and exit financing arrangements – all with the goal of ensuring that a client’s right as a secured creditor in any restructuring is able to maximize its leverage and preserve its rights.

Our firm’s attorneys have been integrally involved in the following engagements involving secured creditors:

  • Counsel to Ad Hoc Committee of Secured Bondholders, Weirton Steel, Inc. (N.D.W.V.)
  • Counsel to Indenture Trustee of Secured Bondholders, Contour Energy, Inc. (S.D.Tex.)
  • Counsel to special servicer for Capmark Finance, Inc. as secured creditor of defaulted secured loans in securitized loan pools in numerous jurisdictions (N.D. Tex., S.D. Tex., E.D. La.)
  • Counsel to special servicer for LNR Partners as secured creditor of defaulted secured loans in securitized loan pools in numerous jurisdictions (N.D. Tex., S.D. Tex., E.D. La.)

Litigation / Dispute Resolution

Bankruptcy Litigation

The bankruptcy process inherently involves litigation disputes between various contingencies within the case, including disputes between the debtor and its creditors and between various creditor/equity contingencies. Our firm has represented debtors, secured creditors, unsecured creditors, equity holders, and trustees in innumerable pieces of bankruptcy-specific litigation (including, among other matters, disputes over lien validity, disputes over claim validity, disputes over the validity of clawback actions brought by trustees, and disputes surrounding state court issues which the bankruptcy code permits to be brought in a bankruptcy forum). This experience across numerous forums in both bankruptcy and federal district courts has resulted in a wealth of experience which has produced largely successful results for numerous constituents within the bankruptcy context.

Business Litigation

In addition to specialization in bankruptcy litigation, our firm also represents clients in traditional non-bankruptcy litigation matters throughout Texas in state court, federal court, and arbitration proceedings. Our attorneys have spearheaded and been involved in major complex litigation and trials, as well as straightforward matters that require the assistance of counsel to achieve the best possible outcome. We are retained often to evaluate potential claims for likely plaintiffs and defendants, and that early planning allows us to get a jump start on formulating a plan of attack when litigation begins. We have extensive experience in business disputes, officer & director disputes, contract litigation, fraud claims, tortious interference with business relationships, construction litigation, landlord / tenant litigation, consumer debt recovery, eminent domain, and trade secret litigation. This experience has translated into numerous successful outcomes, both through settlement and prosecution to judgment through trial.

Our firm’s attorneys have been integrally involved in the following litigation engagements under bankruptcy, federal, and state law:

  • Lead Counsel to Eland Energy, Inc. in indemnification litigation in State Court in Louisiana
  • Lead Counsel to Vincent P. Young in breach of contract and fraud litigation against former advisors
  • Lead Counsel to Trieagle Energy in numerous breach of contract litigation and collection actions
  • Lead Counsel to ABM Security Services in breach of contract litigation in Texas State Court
  • Lead Counsel to Star Tex Energy in breach of contract litigation and collection actions
  • Lead Counsel to Eland Energy Inc. and Sundown Energy LP in breach of contract and product liability litigation in Texas State Court
  • Co-Counsel to Chipmos Technologies in litigation in Federal Court
  • Lead Counsel to Taiwanese company in breach of contract and collection litigation in Federal Court
  • Counsel to Harbor America in contract termination litigation in Texas State Court and Federal Court
  • Lead Counsel to Eland Energy, Inc. in arbitration proceedings before the American Arbitration Association and confirmation of arbitration award in Federal Court
  • Lead counsel to individual employee involving dispute over paid real estate commission in Texas State Court
  • Lead counsel to pharmaceutical tenant in Texas state court litigation involving dispute over landlord/tenant rights
  • Lead counsel to employee in out-of-court workout with manufacturer of 3D printing software over potential wrongful termination under Texas law
  • Lead counsel to owner of information technology company in interpleader dispute with chapter 7 trustee in Texas Bankruptcy Court
  • Counsel to individual involving preference litigation in Texas Bankruptcy Court
  • Lead counsel to numerous chapter 7 trustees, chapter 11 trustees, and post-confirmation trustees in litigation for the recovery of fraudulent transfers, preferences, and wrongful postpetition transfers under the bankruptcy code

Real Estate Law

Homeowner’s Association. Navigating the world of homeowner and property owner associations can be tricky. It all starts with the dedicatory instruments recorded in the real property records.

Acquisitions and Dispositions. We can assist in the purchase and sale of land, buildings, shopping centers, high-rises, and hotels.

Commercial Leases. We handle office, retail, and ground leasing for property owners and business owners alike.

Residential Leases. The Texas Property Code is full of traps – especially on the residential side. Let us guide you through the requirements of being a landlord.

Real Estate Investing. Interested in dabbling in real estate and getting great returns, but you don’t want to run the show? Real estate investing is common across the Houston area, and is a great way to get started in the real estate business.

Construction. Whether it is multi-family, mixed use, or commercial construction, we handle construction matters.

Real Property Tax Exemptions. If you are a church or other religious organization, chances are you may be eligible for a tax exemption with your local tax appraisal office.

Roll Back Taxes. Have you changed the nature or use of your real property? Need to address roll back taxes in a sale? We can address roll-back taxes with your local county tax office.

Corporate Practice

General Corporate Matters. Whether it is entity formation, a simple assignment, or the review of a contract, we handle general corporate matters for both public and private corporations, limited liability companies, and partnerships across Texas.

Mergers and Acquisitions. Our primary focus is on mergers and acquisitions. Whether you are looking to buy or looking to exit the market, a sharp eye on your side during the due diligence process is a must. Most importantly, we get the deal across the finish line. We also assist in compliance matters leading up to a transaction to ensure top dollar valuations for our clients.

Franchises. We represent numerous franchisees across Houston. It all starts with the franchise documents – and negotiation is key. We can assist a business owner looking to start a franchise location, expand a franchise, or even establish a franchise from scratch. Representative clients are national fast-food chains, laboratories, and sandwich shops.

Financing. Whether it is a small business loan or a large credit facility, financing is a very necessary component of business growth. We can review and negotiate the terms of financing.

Tax-Exempt Organizations. We assist in the creation and the maintenance of all types of 501(c) organizations. We can assist an organization in obtaining both federal and state tax exemptions.

Tax Controversy. We can assist with tax controversy at the state and federal level. Whether it is a simple payroll matter or an IRS appeal, we will move the case forward and toward a resolution.