Manufacturing and
Distribution

Private placement of debt and equity securities to provide growth capital for a manufacturer of waste water processing equipment and developer of waste to energy processing facilities.

Acquisition of a manufacturer of a lighting poles and standards business in Ohio and purchase by the controlling owner of outstanding minority partnership interests, including negotiating and executing a credit agreement to fund the transactions.

Represented executive and equipment manufacturer in multi-day injunction trial in state court lawsuit asserting claims for for breach of non-compete agreement and misappropriation of trade secrets.  

Represented a building materials supplier in a multi-week arbitration trial before the American Arbitration Association involving claims for breach of contract, fraud, and DTPA in which over $10,000,000 in damages was in controversy.

Sale of a majority interest in a business engaged in the design, manufacture, distribution of advanced controllers for recreational and commercial drones for cash and notes and collection of notes as a result of post-closing defaults by the purchaser.

Sale of a controlling interest in multiple related companies engaged in various aspects of manufacturing, importing and distribution scaffolding, staging and seating supplies and materials, including developing and implementing a tax strategy to mitigate historical tax obligations prior to the sale and pre-sale “F” reorganization of certain entities.

Won a unanimous decision from the Texas Supreme Court on behalf of a major water bottling company in a dispute against land owners concerning the alleged drainage of an aquifer. The trial court granted a summary judgment at the lower court level, rejecting plaintiff’s attempt to obtain an injunction to halt the production of spring water from client’s largest water source.

Won a bench trial for a manufacturing company against a national accountant placement agency. The client sued when it discovered that the controller it hired from the agency had a criminal record relating to theft by hot check. The agency refused to refund the placement fee. The verdict included a violation of the Texas Deceptive Trade Practices Act resulting in the client receiving a doubling of its damages and the recovery of attorney’s fees.

Obtained a restraining order and, ultimately, a permanent injunction for copyright and trade dress infringement on behalf of the largest manufacturer of digital game feeder timers. Case brought against client’s former customer who was improperly selling an identical product at an industry trade show.

Successfully defended a manufacturer in a lawsuit brought by former employee claiming sexual harassment, hostile work environment and negligent hiring based on allegations that former employee’s supervisor made sexually explicit comments to her. The former employee’s claim of negligent hiring was premised on the allegation that the employer hired the supervisor who had a criminal record. The lawsuit raised novel issues relating to the exclusivity provision of the Texas Workers Compensation Act.

Successfully defended a national manufacturer-distributor in an EEOC proceeding brought by former employee claiming sexual harassment and gender discrimination relating to a manager’s sex based comments. The matter settled on very favorable terms for the employer after an extensive EEOC investigation that included multiple on-site interviews of employees and review of company records.

Obtained summary judgment from Supreme Court of the State of New York, Commercial Division, and affirmed by New York Appellate Division, First Department. Representing sellers of a valve distribution company in claims brought by the buyer for alleged damages and claims for indemnification based on the terms of the parties’ Stock Purchase Agreement. Sellers filed counterclaims for the amounts owed under the Stock Purchase Claims, as well as for fraud against the private equity firm that purchased the company and its principals.

Obtained a summary judgment for a products manufacturer-creditor against the transferee of a bankruptcy debtor’s assets.

Representing a world leader in premium insulation coatings against former employees and distributor for misappropriation of its confidential information and trade secrets. Successfully obtained a temporary injunction to prevent the use and/or disclose our client’s confidential insulating coating formulas and manufacturing processes.

Successfully negotiated resolution of complex, multi-million dollar dispute involving production of steel rig kits for use in offshore jack-up drilling rig application between an overseas steel mill, Houston-based steel fabricator, and offshore drilling systems provider in Mississippi.

Won an arbitration award on behalf of two senior level employees of a manufacturing facility against their former employer due to the former employer’s failure to make profit sharing and bonus payments under two separate agreements. Counterclaims were asserted against our client. After a five day arbitration, the arbitration panel ruled in favor of our clients and awarded our clients all of the damages sought and attorneys’ fees.

Represented Core International, LLC, a Houston-based manufacturer and supplier of highly engineered rubber components and supply chain solutions, and its shareholders in a majority recapitalization by Rock Hill Capital Group.

Represented an Arlington, Texas-based provider of industrial, medical and specialty gases, equipment and supplies in its sale to a portfolio company of CI Capital Partners.

Represented a Houston-based carpet and flooring provider in its purchase of an Oklahoma-based flooring business.

Represented a Houston-based provider of complex de-watering systems in its corporate restructuring and $34.3 million sale to a Houston-based private equity fund.

Represented the shareholders of Virgo Valves & Controls Limited, a Pune, India-based manufacturer of ball valves and automation systems with facilities around the world, as lead counsel in connection with the sale of its shares to Emerson, a NYSE-listed global technology and engineering company.

Represented a Scottsdale, Arizona-headquartered company that manufactures, distributes and maintains traffic safety devices (red-light and speed cameras) in connection with a $58 million private equity investment, $40 million private equity investment and a $90 million syndicated senior credit facility.

Represented the owners of a Houston, TX-based hydro excavation and industrial vacuuming services company in the sale of all the membership interests of the company for $29.2 million.

Represented a Houston-based hydraulic generator manufacturer in the sale of its equity interests to a private equity group for approximately $10 million, including equity interests in the acquiring company.

Represented a Texas-based fiberglass products manufacturer in the strategic acquisition of a Montana-based fiberglass products manufacturer, including representation regarding acquisition financing.

Represented a Houston-based specialty manufacturer of flood and wind protection products in connection with its recapitalization by a private equity firm.

Represented a Houston-based investor in purchase and disposition of five closed steel plant facilities from a large steel manufacturing company.

Represented a manufacturer of storm fencing and related products in connection with an $8 million recapitalization with a Texas-based private equity fund.

Represented a vessel-based water desalination company in connection with a $250 million private equity investment by two New York-based hedge funds.

Represented a valve distributor with offices in the U.S., China, Holland and Singapore in connection with a $43 million recapitalization with a Connecticut-based private equity fund.

Represented Leading Edge Turbine Technologies, Inc. and its shareholders in connection with the sale of its assets in January 2010 to Dresser-Rand Group Inc. for initial consideration of approximately $35 million. Leading Edge is headquartered in Houston, where it operates a service and repair facility for industrial gas turbines. The firm also assisted the shareholders in their employment contracts with Dresser-Rand.

Represented the shareholders of a Houston-based electronics manufacturing company in connection with its sale to a strategic purchaser.

Ongoing representation of a national manufacturer of heavy equipment in connection with its day-to-day legal functions, including negotiation of a long-term outsourcing of its parts distribution functions (warehousing, inventory management and transportation management) to a national third party logistics provider

Represented a plastic films and converted packaging products company in the sale of the company to a private equity purchaser.

Represented a Norwegian-based electric submersible pump designer and manufacturer in connection with a substantial investment in such company by a Houston based private equity firm for the expansion of the business into the United States.

Represented a Houston-based de-watering company in connection with the sale of the business in a complex majority recapitalization transaction with a Houston based private equity firm.

Represented a Houston-based industrial tank cleaning business in connection with a $13 million refinance transaction with a senior commercial lender. Represented same company in a later $60 million majority recapitalization transaction with a St. Louis based private equity firm.

Represented a regional industrial tunneling company in sale of that business to a financial purchaser.