Business & Partnerships

The Business and Partnerships department of Hornberger Fuller & Garza Incorporated has extensive experience in representing individuals, privately and publicly held corporations, partnerships and other business entities in a variety of matters, including, business formations and dissolutions, governance issues, mergers and acquisitions, securities law compliance, private securities offerings (debt and equity), venture capital transactions, commercial financing arrangements, and general contract review and drafting of all kinds. We provide a broad array of related legal services for clients ranging from one-man operations to sophisticated multinational corporations. We advise and represent clients in many industries, including:

• Manufacturing
• Energy and Oil Field Services
• Healthcare
• Financial Services
• Insurance
• Computers, Software and Information Technologies
• Life Sciences
• Telecommunications
• Transportation
• Business Services
• Retail
• Consumer Products
• Water Rights

Ownership Formations and Structuring

The firm counsels business clients on which type of business organization to choose for their venture. We apply our substantial experience in negotiating and drafting governance documents for ownership structures to help businesses determine the best organizational structure to meet their goals and future needs. We counsel business clients on the advantage of the different forms of limited liability entities available for their business, as well as prepare and file all necessary documentation to establish and maintain a business as a legal entity.

Our firm has extensive experience in:

• The planning and organizing of new corporations, limited liability companies, limited partnerships, general partnerships, and joint ventures.
• Drafting partnership, company, share transfer restrictions, voting, parallel exit rights and other governance documents.
• Advising with regard to corporate governance structures and counseling for public and private companies.
• Planning and structuring methods to reduce potential liability claims against directors and officers.
• Corporate dissolutions.

Mergers, Negotiated Acquisitions and Dispositions

The firm facilitates complex corporate acquisitions and divestitures for clients, including mergers, asset transactions, stock transactions, and other ownership conveyances. We represent private equity investors, lenders, investment bankers, trustees, and other parties in all types of merger and acquisition activities, including acquisitions, divestitures, spin-offs, and reorganizations. From front-end strategic planning and structuring for transactions to managing the deal process through closing, we provide sound, reliable advice. We can draw upon the in-house expertise in tax and real estate to provide a comprehensive approach to assisting our clients with regulatory, legal, tax, accounting and business issues that may affect any transaction.

PPOs & Public Companies

The firm has extensive experience in facilitating the private offerings of securities. We assist clients in raising capital quickly and efficiently, from drafting of related private placement memorandums and subscription documents, to governance documents for the underlying investment entity and the relevant required SEC and state regulatory filings. Additionally, our partners have considerable experience in representing publicly traded companies. Our familiarity with federal and state securities laws enable us to be strategic advisors to both seasoned and new publicly held and private companies.

Our clients look to us for advice on a wide range of matters: compliance with federal and state securities laws and securities regulations, corporate governance, preparation and review of filings made with the SEC and other regulatory agencies, and securities transactions.

Business Contracts

We regularly assist business clients with the negotiation and drafting of business contracts of all kinds, helping businesses determine the best contractual arrangement. The firm supports our clients in seeking to obtain terms favorable to their position, allowing them to meet their goals and future needs. We provide expertise and counsel relating to a variety of different business agreements, including:

• Purchase agreements.
• Management agreements.
• Employment agreements.
• Construction contracts.
• Development agreements.
• Joint venture agreements.
• Non-compete agreements.
• Confidentiality agreements.
• Consultant agreements.
• Independent contractor agreements.
• Credit and debt collection agreements.