Corporate & Securities

OVERVIEW

Strasburger’s corporate and securities attorneys represent clients in a broad range of matters, including merger, acquisition and divestiture transactions, private and public stock offerings, financial regulations, securities arbitration and defense, corporate reorganizations, and other business matters. Corporations, early stage companies, investors, brokers, and even non-profits rely on Strasburger to advise on everything from day-to-day compliance and reporting requirements to long-term business objectives.

From straightforward to complex, high-stakes transactions, our attorneys represent private and publicly traded companies across multiple industries such as dairy processing, healthcare, oil and gas production, building materials, computer software, and aviation support. We also organize joint ventures, general and limited partnerships, limited liability companies and other entity forms, as well as regular and non-profit corporations, for clients of all sizes.

We regularly advise boards of directors and board committees on a wide variety of governance and disclosure issues, including compliance with the Sarbanes-Oxley Act of 2002. We have also counseled several clients in connection with voluntary disclosures under a variety of federal and state statutes.

MERGERS & ACQUISITIONS

Whether we are assisting a client that regularly conducts acquisitions and dispositions in support of its strategic business plans or working with a family-owned company experiencing a once-in-a-lifetime event – and a corresponding need to preserve wealth for future generations – our attorneys apply creative and practical results-oriented approaches. To learn more about our M&A expertise, click here.

SECURITIES

Strasburger’s securities attorneys assist public and private clients with all types of equity and capital raising transactions, including public and private offerings of equity and debt securities. To learn more about our securities expertise, click here.

ALTERNATIVE FINANCE

In representing a variety of companies, investors, brokers and non-profits, Strasburger’s attorneys have gained extensive experience in navigating the world of alternative finance. In particular, we offer counsel in investment funds and private equity. To learn more about our alternative finance expertise, click here.

INVESTMENT FUNDS

Strasburger strives to add value through all phases of our clients’ businesses: from organizing an investment fund sponsor and setting up its fund offerings, through the evaluation of portfolio investment opportunities and structuring and closing investments, to executing on exit strategies. To learn more about our expertise with investment funds, click here.

PRIVATE EQUITY

Members of Strasburger’s team have worked with private-equity funds and private equity-backed companies, served on the advisory boards of funds, and been principal investors in funds. To learn more about our capabilities with private equity, click here.

FAMILY OFFICE & ASSET PROTECTION

Strasburger’s attorneys have significant experience advising both single and multi-family offices and their clients with respect to the broad range of complex and sophisticated issues that are specific to these types of entities. To learn more about our expertise with family office and asset protection issues, click here.

PORTFOLIO COMPANIES

Strasburger’s lawyers have significant experience advising the portfolio companies owned by private equity funds, handling everything from general corporate matters to mergers and acquisitions. To learn more about our capabilities in this arena, click here.

CLOSELY-HELD COMPANIES

Strasburger’s attorneys have expertise advising clients who own, operate and invest in privately-owned businesses. To learn more about our capabilities in this arena, click here.

The firm’s practice area leaders are available to answer any questions about Strasburger’s capabilities. To learn more about this practice area, please contact Patrick Owens.

EXPERIENCE

ACQUISITIONS & DIVESTITURES

  • Represented the second largest dairy processor in the United States in numerous acquisitions and dispositions of dairy processing and treatment facilities in transactions involving over $1 billion.
  • Represented independent oilfield chemical company operating in Texas and New Mexico in the sale of substantially all of its operating assets and real estate to a Toronto Stock Exchange listed company.
  • Represented a NYSE oil field service company in its successful acquisition of the operating assets of five suppliers as the client effectuated a strategy to vertically integrate and expand its production capabilities.
  • Represented a NASDAQ health care company in connection with its purchases of multiple hospitals.
  • Represented a financial services company in an acquisition of private label credit card programs from a subsidiary of an international financial services company, which also involved significant issues relating to deconversion of data to a proprietary software system.
  • Represented an equipment manufacturing company in nine acquisition and divestiture transactions, including forming a joint venture and acquiring refractory-related businesses in Mexico, divesting European equipment manufacturing assets, and liquidating in multiple steps $100 million of assets and joint venture interests to its Japanese partner in a heavy construction equipment manufacturing business.
  • Acted as counsel on an exchange of shares of stock (including stock owned by an ESOP) in a semicon­ductor equipment manufacturer for shares in a Netherlands semiconductor company preparing for an IPO.
  • Handled project financing, acquisition and disposition and restructuring transactions, including offshore oil field development and gas and oil pipeline deals and other projects, including thermal, hydro and wind projects.
  • Represented the shareholders of a multi-location airport fixed base operator (FBO) in connection with the sale of all of the FBO’s capital stock for over $200 million.

SECURITIES

  • Represented NYSE and NASDAQ issuers in review and preparation of periodic and current reports, proxies and securities filings, including Forms 10-K, 10-Q, 8-K, 14A, 14C, 13e-3, S-8, 3, 4 and 5.
  • Prepared Regulation D private placement offerings for oil and gas drilling in diverse areas throughout the U.S.
  • Represented NASDAQ and NYSE issues in stock splits affected as 100% stock dividends.
  • Acted as outside securities counsel for a number of companies to satisfy public company SEC and securities exchange reporting requirements.
  • Represented clients, as both buyer and seller, in asset and stock purchase transactions, including preparation and negotiation of required transaction documentation.
  • Assisted publicly traded companies in connection with their efforts to become private companies, including the preparation of required securities filings.

CORPORATE FINANCE

  • Represented manufacturer in negotiation and implementation of its receivables securitization program.
  • Represented manufacturer in negotiation of its treasury services and cash management agreements.
  • Negotiated multimillion-dollar credit facilities to fund a facility expansion.
  • Represented entity in negotiating a $75 million line of credit.
  • Negotiated equipment financing agreements for manufacturers.

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NEWSLETTER

BEWARE! Tax Law Changes Are a Game-Changer for Your Partnership

Written by Katherine E. David, Elizabeth Copeland, Joseph Perera, Farley Katz on July 6, 2017

As seen in Texas Lawyer. Under new legislation and Department of Treasury audit regulations, partners can be stuck paying a higher tax rate or—worse—someone else’s tax liability. Partnerships and limited liability companies (“LLCs”) that are treated as partnerships for tax purposes are commonly referred to as “pass-through” organizations because the entities do not pay federal Read More…


Texas Supreme Court Clarifies The “Independent Injury Rule”

Written by Jack Carnegie and Kelly Leonard on April 14, 2017

When can an insured recover policy benefits as damages under the Insurance Code, potentially trebling what would otherwise be ordinary contract damages?  That question, which has divided Texas insurance lawyers for more than a decade, was tackled and largely resolved by the Texas Supreme Court in USAA Texas Lloyds Co. v. Menchaca, No. 14-0721, 2017 Read More…


SEC’s Crowdfunding Regulations Take Effect

Written by Debra Gatison Hatter and David I. Reiner on July 6, 2016

About two and a half years after the first proposed crowdfunding rules were published, the Securities and Exchange Commission’s long-anticipated regulations recently became effective. Regulation Crowdfunding is the SEC’s implementation of Title III of the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), adding a new Section 4(a)(6) to the Securities Act of Read More…


UPDATED: Texas State Securities Board Adopts Crowdfunding Rules

Written by Alana Parker, Lee Polson on October 22, 2014

On October 22, 2014, the Texas State Securities Board adopted crowdfunding rules without any substantive changes from those proposed in April. The rules create an exemption from registration for offerings of up to $1M to investors residing within the State of Texas and provide guidelines for registration of Texas crowdfunding portals. The Strasburger team is preparing Read More…


Texas Opens its Doors to Crowdfunding

Written by Alana Parker & Lee Polson on June 5, 2014

In the race between states vying for startup businesses, Texas proposes to sweeten the deal with a new proposal that exempts crowdfunding initiatives from state securities laws. The key provisions of the proposed crowdfunding exemption in Texas include: Eligible businesses may raise up to $1 million per 12-month period. Non-Accredited investors may contribute up to Read More…


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HONORS

Strasburger’s corporate and securities attorneys represent clients in a broad range of matters, including merger, acquisition and divestiture transactions, private and public stock offerings, financial regulations, securities arbitration and defense, corporate reorganizations, and other business matters. Corporations, early stage companies, investors, brokers, and even non-profits rely on Strasburger to advise on everything from day-to-day compliance and reporting requirements to long-term business objectives.

From straightforward to complex, high-stakes transactions, our attorneys represent private and publicly traded companies across multiple industries such as dairy processing, healthcare, oil and gas production, building materials, computer software, and aviation support. We also organize joint ventures, general and limited partnerships, limited liability companies and other entity forms, as well as regular and non-profit corporations, for clients of all sizes.

We regularly advise boards of directors and board committees on a wide variety of governance and disclosure issues, including compliance with the Sarbanes-Oxley Act of 2002. We have also counseled several clients in connection with voluntary disclosures under a variety of federal and state statutes.

MERGERS & ACQUISITIONS

Whether we are assisting a client that regularly conducts acquisitions and dispositions in support of its strategic business plans or working with a family-owned company experiencing a once-in-a-lifetime event – and a corresponding need to preserve wealth for future generations – our attorneys apply creative and practical results-oriented approaches. To learn more about our M&A expertise, click here.

SECURITIES

Strasburger’s securities attorneys assist public and private clients with all types of equity and capital raising transactions, including public and private offerings of equity and debt securities. To learn more about our securities expertise, click here.

ALTERNATIVE FINANCE

In representing a variety of companies, investors, brokers and non-profits, Strasburger’s attorneys have gained extensive experience in navigating the world of alternative finance. In particular, we offer counsel in investment funds and private equity. To learn more about our alternative finance expertise, click here.

INVESTMENT FUNDS

Strasburger strives to add value through all phases of our clients’ businesses: from organizing an investment fund sponsor and setting up its fund offerings, through the evaluation of portfolio investment opportunities and structuring and closing investments, to executing on exit strategies. To learn more about our expertise with investment funds, click here.

PRIVATE EQUITY

Members of Strasburger’s team have worked with private-equity funds and private equity-backed companies, served on the advisory boards of funds, and been principal investors in funds. To learn more about our capabilities with private equity, click here.

FAMILY OFFICE & ASSET PROTECTION

Strasburger’s attorneys have significant experience advising both single and multi-family offices and their clients with respect to the broad range of complex and sophisticated issues that are specific to these types of entities. To learn more about our expertise with family office and asset protection issues, click here.

PORTFOLIO COMPANIES

Strasburger’s lawyers have significant experience advising the portfolio companies owned by private equity funds, handling everything from general corporate matters to mergers and acquisitions. To learn more about our capabilities in this arena, click here.

CLOSELY-HELD COMPANIES

Strasburger’s attorneys have expertise advising clients who own, operate and invest in privately-owned businesses. To learn more about our capabilities in this arena, click here.

The firm’s practice area leaders are available to answer any questions about Strasburger’s capabilities. To learn more about this practice area, please contact Patrick Owens.

EXPERIENCE

ACQUISITIONS & DIVESTITURES

  • Represented the second largest dairy processor in the United States in numerous acquisitions and dispositions of dairy processing and treatment facilities in transactions involving over $1 billion.
  • Represented independent oilfield chemical company operating in Texas and New Mexico in the sale of substantially all of its operating assets and real estate to a Toronto Stock Exchange listed company.
  • Represented a NYSE oil field service company in its successful acquisition of the operating assets of five suppliers as the client effectuated a strategy to vertically integrate and expand its production capabilities.
  • Represented a NASDAQ health care company in connection with its purchases of multiple hospitals.
  • Represented a financial services company in an acquisition of private label credit card programs from a subsidiary of an international financial services company, which also involved significant issues relating to deconversion of data to a proprietary software system.
  • Represented an equipment manufacturing company in nine acquisition and divestiture transactions, including forming a joint venture and acquiring refractory-related businesses in Mexico, divesting European equipment manufacturing assets, and liquidating in multiple steps $100 million of assets and joint venture interests to its Japanese partner in a heavy construction equipment manufacturing business.
  • Acted as counsel on an exchange of shares of stock (including stock owned by an ESOP) in a semicon­ductor equipment manufacturer for shares in a Netherlands semiconductor company preparing for an IPO.
  • Handled project financing, acquisition and disposition and restructuring transactions, including offshore oil field development and gas and oil pipeline deals and other projects, including thermal, hydro and wind projects.
  • Represented the shareholders of a multi-location airport fixed base operator (FBO) in connection with the sale of all of the FBO’s capital stock for over $200 million.

SECURITIES

  • Represented NYSE and NASDAQ issuers in review and preparation of periodic and current reports, proxies and securities filings, including Forms 10-K, 10-Q, 8-K, 14A, 14C, 13e-3, S-8, 3, 4 and 5.
  • Prepared Regulation D private placement offerings for oil and gas drilling in diverse areas throughout the U.S.
  • Represented NASDAQ and NYSE issues in stock splits affected as 100% stock dividends.
  • Acted as outside securities counsel for a number of companies to satisfy public company SEC and securities exchange reporting requirements.
  • Represented clients, as both buyer and seller, in asset and stock purchase transactions, including preparation and negotiation of required transaction documentation.
  • Assisted publicly traded companies in connection with their efforts to become private companies, including the preparation of required securities filings.

CORPORATE FINANCE

  • Represented manufacturer in negotiation and implementation of its receivables securitization program.
  • Represented manufacturer in negotiation of its treasury services and cash management agreements.
  • Negotiated multimillion-dollar credit facilities to fund a facility expansion.
  • Represented entity in negotiating a $75 million line of credit.
  • Negotiated equipment financing agreements for manufacturers.
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