Business Transactions

Awards


Numerous team members have received the distinction of Super Lawyers or Rising Stars in the fields of "Business/Corporate," "Closely Held Business," and "Mergers & Acquisitions."

Awards
Houston Attorney Selected as "Top Lawyer 2011" for Co

Business Transactions

Gordon & Rees provides full service counsel to both public and privately held U.S. and foreign clients, ranging from start-up entrepreneurs to Fortune 100 corporations. Our services cover the wide range of challenges and opportunities clients encounter throughout the business life cycle, from formation to mergers and acquisitions, daily operations to protecting intellectual property, raising capital to securities law compliance, and corporate governance to international ventures and tax management. Businesses require legal counsel who not only have broad experience and expertise in a wide variety of legal disciplines, but who also have financial and practical business applications experience.

Integrated and Multifaceted Legal and Business Issues
Broad Industry Experience
Client Service Philosophy
Business Formation and General Corporate Representation
Corporate Governance
Securities
Mergers & Acquisitions
Commercial Transactions
Finance
International Business

Integrated and Multifaceted Legal and Business Issues

We cover all of the inter-related legal and business aspects of a company, including:

  • Daily Operational Issues - Business Formation, Commercial Contracts, Human Resources, Protecting IP, Sales, Marketing & Distribution, compensation & Tax Planning, Funding and Financing, Real Estate, Creditor Rights, Wealth Management
     
  • Strategic Initiatives Impacting the Company's Future - Mergers & Acquisitions, Offerings, Divestitures, Investments, Recapitalization, Going-Private, Strategic Alliances, International Ventures
     
  • Fundamental Conduct of Business - Corporate Governance, Investor Relations, Internal Investigations, Government Inquiries, Regulatory Compliance re: Securities, Labor and Employment, Taxation, Environmental

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Broad Industry Experience

Our business lawyers often act as outside general counsel to help clients anticipate, address and resolve the day-to-day realities of today's business climate. We have assisted clients in nearly every industry, including electronics, retail, financial services, manufacturing, biotech, hospitality, renewable energy, chemicals, pharmaceuticals, media, entertainment, and construction.

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Client Service Philosophy

For every client, our service philosophy is to be immediately accessible, to add value to every endeavor, and to provide efficient legal advice that advances each client's strategic objectives while protecting the bottom line. We take the time to learn each client's business so we can serve as an integral part of the team.

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Business Formation and General Corporate Representation

The Business Transactions Group provides counsel to entrepreneurs and early stage businesses, special purpose enterprises and joint ventures as well as seasoned businesses, both public and private. For new businesses, we assist with choice of entity decisions, capitalization and ownership structure, business buy-sell agreements, equity compensation plans and other compensation planning. For established businesses, we provide a full range of services to meet the legal challenges of business locally and in the global economy.

Our Business Transactions lawyers advise large and small business clients in the formation of corporations (Subchapter C and Subchapter S), limited and general partnerships, limited liability companies and partnerships, joint ventures as well as non-profit enterprises. Start-up businesses in need of significant capital require our counsel in specialized areas of securities law compliance, venture capital and secured financing and management structures. Business counseling, IP protection and licensing, office leasing, employment agreements, executive compensation, tax counseling, and contract review are some of the services our Business Transactions Group lawyers provide to assist both new and growing businesses.

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Corporate Governance

Our Business Transactions Group lawyers provide full scope representation to public and private companies as general counsel to management and directors for corporate governance, federal and state securities and corporate law compliance and related regulatory requirements. For publicly held clients, the firm provides counsel for corporate governance under Nasdaq and NYSE listing standards, regulations under the Securities Exchange Act of 1934, and mandates of the Sarbanes-Oxley Act of 2002. For privately held clients, we counsel boards and management in the application of best governance practices for appropriate oversight and risk management.

The firm's lawyers have provided counsel to companies and their executive officers and directors for securities law compliance, business judgment rule advice, FCPA compliance and with respect to director's and officer's liability insurance considerations. For public companies, specific advice and counsel have been provided in connection with SEC comment letters, proxy solicitation irregularities, prospective restatement of financial results, ERISA-related securities registration issues and specific attention to governance requirements under exchange listing rules and SEC regulations.

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Securities

The Business Transactions Group provides securities law counseling to both publicly traded and privately held business clients. The practice covers broad areas of federal and state securities laws, including exempt offerings, state qualified offerings and public registered offerings, as well as areas of regulatory compliance, including periodic reporting and public disclosure, proxy solicitations, insider trading prohibitions and filing requirements, and broker/dealer compliance.

Publicly traded companies rely on the group's lawyers for assistance with secondary or exchange offerings arising out of mergers and acquisitions, offerings in connection with stock option or other employee benefit plans, and other registration requirements such as for dividend reinvestment and direct stock purchase plans. We also provide counsel with respect to the preparation and filing of proxy statements and annual and quarterly reports on Forms 10-K and 10-Q, as well as assistance with all other public disclosure requirements and compliance with Regulation FD and the Sarbanes-Oxley Act of 2002. Our Business Transaction Group lawyers advise companies and executive officers on insider trading compliance requirements under Exchange Act Section 16 and with regard to sales of restricted securities under Rule 144.

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Mergers & Acquisitions

Gordon & Rees is dedicated to providing services that will enhance our clients' abilities to grow and prosper. The firm's Business Transactions Group lawyers have the skills required to be effective in negotiating and consummating a business acquisition or combination in the best interests of the client.

We have handled complex mergers, stock and asset sales, management buy-outs, divestitures and acquisition transactions for both public and private companies, and we provide a clear value proposition to the mid-cap company sector. Clients include manufacturers and processing companies, professional service and leasing companies, retail and franchise operations, and technology businesses. The firm also provides services in the areas of public and private offerings of equity and debt, private fund formation, redemption and recapitalization transactions, re-incorporations, and secured and unsecured financings.

We advise our clients in all aspects of acquisition and sale transactions, including due diligence, intellectual property evaluations, tax consequences, employee relations/affairs, environmental matters, creditors' rights, and regulatory compliance. Many transactions require the issuance of debt, including various forms of secured, subordinated and/or convertible debt securities. Our Business Transactions Group lawyers have the skill and business perspective to help our clients close their deals.

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Commercial Transactions

The firm's Business Transactions Group lawyers provide counsel to businesses in all aspects of commercial transactions, including negotiation of agreements and development of standard terms and conditions for the sale of goods and services, contract management and dispute resolution. Commercial transactions range from sales of goods and services and secured financing and credit agreements under the Uniform Commercial Code, to product distribution and licensing agreements, software licensing, marketing alliances and product development agreements. Our Business Transaction Group lawyers are prepared to guide the firm's clients through the transactions that drive their bottom line.

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Finance

Business Transactions Group lawyers assist borrowers and lenders with secured and unsecured lending transactions ranging from small start-up loans to funding for working capital and acquisition and project financing for our largest clients. Our services include documentation of new credit transactions, amendment and restatement of existing credit facilities, negotiation of forbearance agreements, loan work-outs, and exercise of remedies with respect to pledged collateral.

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International Business

The Business Transaction Group includes lawyers with special expertise in working with clients abroad. We advise American and foreign businesses that have interests and operations in Latin America and the Pacific Rim in particular, but also in Europe and the rest of the world. The services provided range from contract negotiations and project finance, to advising on free trade agreements, customs, FCPA and international IP issues, to overseeing and managing litigation and due diligence. Gordon & Rees lawyers are admitted and practice law in Canada, England and Wales, and Hong Kong. We have employees who are fluent in Farsi, French, German, Italian, Japanese, Portuguese, Russian and Spanish, among others. The language capabilities of our staff and attorneys, and their knowledge of foreign cultures, together with extensive litigation and transaction experience, deliver convenience and efficiency in international matters.

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Business Transactions Fast Facts
  • 38 Attorneys
  • Full service counsel to both public and privately held U.S. and foreign clients
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