Your Business is Our Business®

BUSINESS TRANSACTIONS

Our attorneys offer comprehensive knowledge related to issues that affect business and commercial transactions. We focus on the business objectives of our clients to help them to achieve their goals. Whether our clients are forming and structuring a new company or growing and maintaining an established one, our attorneys have the experience and business acumen to help our clients navigate through a dynamic business landscape.

  • Business Organization & Structuring
  • Entity Formation, Dissolution & Termination
  • Start-ups & New Ventures
  • Corporate Restructuring
  • Executive Compensation & Employment Contracts

Rapp & Krock, PC provides legal advice and representation to consumer and commercial banks, including community and regional banks, asset-based lenders, finance companies, distressed loan funds, and other lenders. We also provide counsel to borrowers, investors, guarantors, and other businesses and individuals who obtain loans or financing.

  • Asset-Based Financing
  • Permanent, Bridge, and Mezzanine Financing
  • Real Estate Financing
  • Lien and Security Interest Enforcement
  • Distressed Company Refinance
  • Project Financing
  • Purchase Money Loans
  • Real Estate and Commercial Foreclosure

We assist members, partners, and majority and minority shareholders with their relations with other shareholders, enforcement of shareholder rights and responsibilities, negotiations and interpretations of governing documents, and guidance.

  • Advising management and/or owners
  • Negotiating, interpreting, and drafting buy-sell agreements, bylaws, shareholder agreements, and other governing documents
  • Executive compensation & employment contracts
  • Performing and responding to shareholder inspection demands

Protecting an individual’s ideas and/or a business’s competitive advantages are critical to success. We represent clients in the enforcement of contractual rights in employment agreements, non-compete agreements, work for hire agreements, license agreements, or other contracts, and/or rights provided under Federal and state laws.

  • Copyrights and Trademarks
  • License Agreements
  • Work for Hire Agreements
  • Technology Transfer Agreements

Business acquisitions and dispositions, in all their different forms, are keystones of our practice. Our practice is active, deep, and diverse in terms of deal complexity, variety, and size. We have counseled clients of all shapes and sizes, and in numerous markets and industries, on acquisitions, mergers, and sale transactions; always with a focus on practical, results-oriented, and efficient assistance, responsive to our clients’ opportunities, challenges, and needs.

  • Corporate Reorganizations & Restructuring
  • Confidentiality Agreements
  • Due Diligence Investigations
  • Joint Ventures & Strategic Alliances
  • Letters of Intent
  • Leveraged Buyouts
  • Purchase & Sale of Assets & Stock/Equity
  • Tender & Exchange Offers

 

As you compete for acquisition or disposition opportunities, we partner with you through the complexities. Our attorneys are “deal makers”, not impediments, who structure, negotiate, document and close a broad range of transactions, including mergers, acquisitions and sales of public and private companies, spin-offs and dispositions of assets and business units; joint ventures and strategic alliances; leveraged buyouts and “take private” transactions; international and cross-border transactions; corporate reorganizations and restructurings; and tender and exchange offers. We assist companies ranging in size from “mom and pop” businesses undertaking their first transaction to Fortune 100 companies with established and on-going acquisition programs. As an adjunct to this practice area, we regularly counsel clients in successfully navigating the often complex strategic, legal, tax and business considerations presented acquisitions and dispositions.

We routinely work with real estate developers, property and building owners, property managers, landlords, contractors, brokers, lenders, insureds, Real Estate Investment Trusts (REITs), material fabricators, engineers, and architects. Whether you are planning, purchasing, undergoing construction, or selling, let us help you find the best solutions for your business.

  • Purchase financing and construction loans
  • Asset purchase agreements
  • Leases, subleases and assignments
  • Construction contracts
  • Architect, engineer and other professional contracts
  • Insurance coverage
  • Land use, restrictive covenants, deed restrictions, and other property conditions

LITIGATION

Our attorneys have experience guiding businesses and individuals through disputes with a practical, cost-minded approach. Rapp & Krock, PC represents clients in a variety of controversies in state and federal trial and appellate courts, and all forms of arbitration proceedings. We craft efficient strategies and identify creative solutions.  Our attorneys are appropriately aggressive in protecting and enforcing our clients’ rights and prioritize resolving disputes so our clients can focus on their business.  

Our attorneys have experience representing clients in bankruptcy litigation, including asserting claims against debtors, filing motions to lift stays, and litigating issues under the Bankruptcy Code. We represent bankruptcy trustees and litigation trusts in pursuing claims to recover assets through fraudulent transfers and preferences, asserting claims against counterparties, and asserting fiduciary claims.  We also have significant experience prosecuting and defending claims against former directors and officers of debtor companies.

Our attorneys advise businesses, owners, and investors in a variety of claims related to businesses including:

  • Breach of contract
  • Commercial disputes
  • Fraud, negligent misrepresentation, conversion, breach of fiduciary, and other business torts
  • Statutory claims
  • Business divorce and other owner disputes
  • Securities disputes
  • Copyright and trademark litigation

Our team has also handled a wide range of complex legal controversies on appeal across a variety of industries.  We have represented parties before the Texas Courts of Appeal, the Texas Supreme Court, the United States Court of Appeals for the Fifth Circuit, and the United States Supreme Court. We understand that our job is to focus on resolving the dispute so that our clients can focus on their businesses.

We prepare jury charges and handle charge conferences, prosecute and defend post-trial motions, assist with post-judgment discovery, mandamus proceedings, and briefing and oral argument before courts of appeals and the Texas Supreme Court.

Our experience includes transactions and disputes involving office buildings, shopping centers, malls, hotels, apartments, infrastructure, condominiums, industrial complexes, raw land, and other commercial, industrial and residential properties.

  • Breach of contract
  • Ownership disputes
  • Commercial landlords and lease claims
  • Condemnation, eminent domain, and inverse condemnation foreclosures
  • Construction defects and other construction litigation
  • Mechanic’s and materialman’s liens, mineral interest liens, landlord liens, and tax liens
  • Real estate torts including trespass, nuisance, and slander of title
  • Title examinations and insurance
  • Violations of Chapter 27 of the Texas Business and Commerce Code
  • Usury and other lender liability
  • Professional liability for architects and engineers

Our attorneys represent beneficiaries and other parties in disputes involving probate and estates, including will contests, demands for accounting, heirship disputes, common law marriage claims, fraudulent transfers of estate assets, claims for breaches of fiduciary duty, and representation of trustees and beneficiaries in trust-related disputes.

Our lawyers advise clients on compliance with state and federal employment laws as well as investigations of alleged violations. We draft employment-related agreements and advise clients on employment issues. Our attorneys have substantial experience in litigating injunctive relief issues arising in cases involving non-compete and non-solicitation agreements, misappropriation of trade secrets, unfair competition, and disclosing or using confidential information.

    • Discrimination and Retaliation Claims under Title VII, Americans with Disabilities Act, Age Discrimination in Employment Act and Texas Commission on Human Rights Act
    • Claims under the Family Medical Leave Act
    • Workers’ Comp Issues and Retaliation Claims
    • Employee Handbooks, Policies & Practices
    • Employment Compensation & Employee Leave
    • Wrongful Termination Claims
    • EEOC Compliance, Complaints, and Hearings
    • Executive compensation disputes
    • Covenants Not to Compete and Non-solicitation Agreements 

 

We regularly review and prepare policies, procedures, and documentation concerning hiring, job classifications, Wage and Hour, device monitoring, discrimination and harassment, protecting trade secrets, confidentiality obligations, conflicts of interest, privacy rights, and codes of conduct.