PRACTICE AREAS >> BUSINESS TRANSACTIONS

Baker Williams Matthiesen provides strategic, straight-forward advice and guidance in the streamlined environment of a boutique firm. We pride ourselves on being practical problem solvers who strive to close transactions efficiently, promptly, and without unnecessary complexity or cost.

CORPORATE

Mergers and Acquisitions
We protect our clients’ interests by drawing on our extensive experience representing sellers and buyers of companies in a wide array of acquisition structures, including stock and asset sales, recapitalizations, mergers, and tender offers for both public and private companies. Our experience spans a variety of industries including the energy sector, engineering and construction, health care, entertainment, and technology.

Entity Formation
We help entrepreneurs select the type of entity that best suits their business goals and minimizes tax and other burdens. Once the proper structure is selected, we assist with forming the company and developing related agreements, such as shareholder agreements, buy-sell agreements, employment agreements, stock option agreements, and agreements to safeguard intellectual property. We focus on creating flexibility so that a company has the proper structure to grow and expand.

Partnerships and Joint Ventures
We assist our clients with the formation and operation of joint ventures and partnerships. These take many forms, from simple cooperation agreements to complex independents entities. Our experience in structuring joint ventures includes a number of technology development arrangements, including technology development ventures with major oil companies and spin offs from university research programs.

General Business
We counsel our clients on a wide variety of day to day legal issues, such as preparation, review and negotiation of nondisclosure agreements, employment and termination agreements, marketing and distribution agreements, service agreements, license agreements and other matters routinely faced in today's business climate. We also assist clients with negotiated dispute resolutions and related release agreements, including “business divorces.”

FINANCE

Corporate Finance
We represent venture capital groups and private equity funds making investments in a variety of areas, including the oil and gas service, health care and insurance industries. We also guide start-up and emerging companies who can benefit from outside investment, including venture capital, angel investors, syndications, joint ventures, and secured and unsecured financing arrangements.

Real Estate Finance
We represent lenders and borrowers in construction, development, and acquisition financing including traditional secured loans, sale-leasebacks and joint venture transactions. We assist our clients with all aspects of real estate financing from transaction structuring and diligence to loan commitments and closing.

Asset Securitization
We have extensive experience representing financial institutions as trustee, custodian, and collateral administrator on asset securitization and structured finance transactions. These transactions include collateralized debt obligations, receivables financings, commercial loan securitizations, foreign debt securitizations and debt repackaging. Asset types include domestic and emerging markets high yield debt, corporate and sovereign loans and participations, lease receivables, foreign government notes and mortgage-backed agency certificates.

Public Finance
Baker Williams Matthiesen is a recognized public finance law firm in the Bond Buyer’s Municipal Marketplace (the “Red Book”). We serve as bond counsel, underwriters’ counsel and disclosure counsel on governmental financings throughout Texas. We advise governmental issuers on issuer disclosure obligations and assist in preparation of the official statement and continuing disclosure documents. Our clients include numerous financial institutions, cities, state agencies, municipal utility districts and special districts, as well as state and national underwriters and underwriting syndicates. Representative transactions include tax exempt public improvement bonds, taxable Build America Bonds, general obligation bonds, current and advance refunding bonds, commercial paper programs and special purpose utility bonds. Over the last twenty years, our attorneys have handled over $10 billion of public and private financing transactions.

REAL ESTATE

Acquisitions and Dispositions
Baker Williams Matthiesen represents developers, corporations, individuals, and others in the ownership, acquisition, development, management, and disposition of commercial real property. Our experience encompasses numerous property types including undeveloped urban land, farm and ranch land, apartments, office buildings, and retail centers.

Structuring
Our attorneys assist clients in structuring transactions to accommodate their tax, financial, and strategic objectives. We provide practical advice from start to finish to help our clients maximize performance and limit risk. Baker Williams Matthiesen draws on its real estate attorneys’ cross-disciplinary experience in corporate and finance to give clients an integrated approach to their real estate transaction, from entity choice and financing options to tax structure and compliance.

Leasing
Our real estate practitioners have extensive experience representing landlords and tenants in commercial lease transactions. This provides our clients with the advantage of understanding the negotiating standpoint of both parties in a transaction and the various tactics employed in today’s market.