Financing Transactions The work of an attorney in a financing transaction involves the drafting or review and negotiation of loan documentation, including credit agreements, promissory notes, security instruments, pledge agreements, collateral assignments, guaranties, intercreditor agreements, subordination agreements and financing statements; collateral review and due diligence, including title review of real estate collateral and the making or responding to title objections; review and analysis of agreements pertaining to or affecting collateral, including searches of the public records for outstanding liens and security interests; review of lease agreements, management agreements, utility agreements, easements, shareholders agreements and other contracts and agreements affecting the borrower or the collateral; coordination of the payoff of existing indebtedness and obtainment of lien releases and documentation of agreements relating to loan payoff and release; preparation of various certificates and affidavits, certifications of corporate authority; review of entity governing documentation; preparation or review of authorizing resolutions, limited partner consents and other consents of third parties; and the drafting or review of legal opinions of borrower’s counsel. Following the closing of a loan transaction the work of an attorney in this area includes the negotiation and documentation of amendments to terms and documentation, renewals of maturity, analysis of rights, priorities and remedies, documentation of agreements relating to loan work-out, including forbearance agreements, and non-judicial enforcement of remedies, including real estate and personal property foreclosure.   Local Counsel Representation   The work of an attorney acting as local counsel involves the drafting of loan or purchase and sale or other documentation which is governed by Texas law, the review of such documentation prepared by out-of-state counsel for conformity with Texas custom and legal requirements, or the review of documentation governed by the jurisdiction of another state to confirm the power and authority of a Texas entity to validly authorize the performance of such agreements and/or that Texas courts would honor the parties’ choice of law for these agreements under Texas choice of law rules.  The work of local counsel may also include the direct negotiation with local parties on matters pertaining to Texas law issues, and the rendering of legal opinions as to the existence, good standing, power and authority of Texas entities, the Texas qualification of foreign entities, enforceability of documents, sufficiency of the form of lien documentation, notary acknowledgments, recordation requirements, lien creation, perfection and priority rules, qualification to do business in Texas, remedies issues and exceptions and other pertinent legal issues.   Mergers and Acquisitions   The work of an attorney in the area of mergers and acquisitions involves the sale or acquisition of a business or business division and/or business assets, whether by acquisition of an organized company, an unorganized division or specified assets (accomplished through either a sale or purchase of the company or its division or assets or by a merger or combination transaction), the practice area having come to be known in the legal profession as “mergers and acquisitions”. Depending on the nature and extent of the business involved and its assets, an “M&A transaction” can involve not only the lawyer with a corporate or business background but also tax counsel, real estate counsel, finance counsel and employment counsel.  All of these attorneys work on aspects of the transaction together as a team to bring the transaction over the finish line.   Real Estate - Leasing   The work of an attorney in a leasing transaction involves the preparation or review and negotiation of lease agreements; evaluation of title to the leased property and ancillary matters involving the usability of the property, including the availability of access, parking and amenities; review or drafting of subordination agreements with existing or prospective lenders; and counseling of the landlord or tenant on matters concerning lease default and the exercise of remedies.   Real Estate - Purchase and Sale Transactions   The work of an attorney in a purchase and sale transaction includes the preparation or review and negotiation of purchase and sale agreements; review of title for matters affecting the usability or marketability of the property, including rights of access to public rights of way, and the making of, responding to and/or curing of objections to title; coordination of prepayment of indebtedness and obtainment of lien releases, including bond financing defeasance; preparation of special notices required by law relating to water and municipal utility districts, being outside of city limits, lead-based paint disclosures, City of Houston restrictive covenant notices, and other similar notices; drafting of deeds, bills of sale, assignment of leases, general assignments, non-foreign person affidavits, seller’s closing affidavits, certifications of corporate authority and other documentation pertaining to the consummation of the contract; review of entity governing documentation and preparation of authorizing resolutions, limited partner consents and consent solicitation disclosure documents; drafting of escrow arrangements and transfer of construction contracts for work in progress; coordination of transfer of “Section 8” tenants; and miscellaneous trouble-shooting to bring a closing to consummation.   Real Estate - Property Agreements   The work of an attorney in preparing or reviewing and negotiating property agreements of various sorts, such as easement agreements, development agreements, declarations of restrictive covenants, boundary line agreements, party wall agreements, co-owner agreements and many other agreements pertaining to real estate involves an understanding of the issues addressed by the particular contract, the customary position of the parties in the types of contract concerned, and advising the client of the legal effect of such agreements and the consequences of failing to address pertinent issues by formal agreement.   Tax   The work of an attorney providing advice and counsel on tax matters in the business law context includes assisting clients in tax effective structuring of myriads of transactions.  These transactions can involve mergers and acquisitions (the form or structure of which may be driven by the tax effect of the transaction on the parties), the sale of or acquisition of real estate (which may result in the structuring of a Section 1031 tax free exchange and/or the tax objectives of the parties may inform the selection, structuring and formation of business organizations in which to consummate the sale or acquisition of the real estate), oil and gas and related energy transactions (such as the acquisition of reserves and/or the structuring of entities in which to conduct the business or businesses of the enterprise or to raise private or public debt or equity capital), as well as other transactional matters.  Tax counsel not only advises on the tax effect of the structuring of a transaction or the entity or entities associated with the transaction, but reviews the tax aspects of various agreements pertaining to the transaction and participates in the drafting and negotiation of these documents, such as partnership agreements, limited liability company agreements and joint venture agreements, private placement memoranda and other disclosure documents. Tax counsel is often called on to render legal opinions on the tax character or effect of a particular transaction.  The tax lawyer in a business law firm follows and updates clients on new tax developments, and can assist with tax audits and settlement of tax controversies.  Tax counsel may prepare research memorandums on tax issues arising with respect to transactions or issues, and may prepare and seek private letter ruling requests to the Internal Revenue Service.  The tax lawyer also can assist with tax aspects of employment agreements, incentive compensation and equity plans, as well as with foreign tax planning issues and the raising of debt and equity capital.