MErGERS & ACQUISITIONS

OUR PRACTICE

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RPSA has extensive experience representing clients in M&A matters across a variety of industries, ranging from routine M&A engagements to extremely complex transactions.

Our services in M&A transactions typically include:

• Counseling on preliminary planning and deal structure
• Preparing and negotiating term sheets and letters of intent
• Legal due diligence
• Drafting and negotiating complex asset purchase, stock purchase, and merger agreements
• Advising company officers, boards of directors, and in-house counsel on transaction processes and related fiduciary duties and responsibilities
• Counseling on M&A-related corporate governance, authorization, and compliance issues
• Counseling on compliance with post-closing obligations

OUR APPROACH

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RPSA tailors its approach to M&A transactions to the unique needs and goals of its clients. 

Our attorneys understand that successful M&A transactions are often crucial to a client’s business. We work closely with clients to understand their needs and goals in each transaction and develop transaction-specific structures, processes, and strategies, tailored to the needs and goals of our clients. Our M&A team works relentlessly to execute client objectives, drawing on our experience to anticipate potential challenges and pitfalls and helping clients adapt and work through roadblocks that arise. 

CONTACT RPSA

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To learn more about the ways in which RPSA can help you and your business, contact Samantha Rodriguez or Lee Sandoloski.

NONPROFITS AND RELIGIOUS ORGANIZATIONS

OUR PRACTICE

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RPSA advises and represents nonprofit and religious organizations on legal issues at all stages of their life cycle.  Routine services for clients include formation of charities, foundations, and schools; securing tax-exempt status with the IRS; church formation and governance; attendance and documentation for board meetings; preparation of polices and procedures and conflicts of interest avoidance and disclosure documentation; calculation of executive compensation; managing and raising contributions and donations; trademark and licensing agreements; reviewing and drafting contracts and leases; monitoring lobbying activities; and litigation.  RPSA’s clients include alumni organizations, churches and other religious organizations, animal rescue and adoption facilities, schools, universities, sports leagues and groups, homeless and underprivileged outreaches, and organizations focusing on arts and music. 

OUR APPROACH

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Forming and operating a nonprofit can be confusing and overwhelming, particularly when one is not familiar with applicable laws and requirements.  RPSA’s experienced professionals assist both new and seasoned nonprofit leaders in navigating the myriad of legal issues relating to their organizations so that they can focus their energies and talents on growing and achieving the mission.  RPSA’s lawyers not only advise nonprofit clients, but many also often serve on nonprofit boards, giving them an inside perspective on key organizational issues and ideal solutions.

CONTACT RPSA

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To learn more about how RPSA can help with nonprofit and religious organizations considerations, contact Nathan Ketterling and Samantha Rodriguez.

medical malpractice defense 

OUR PRACTICE

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RPSA’s medical malpractice defense attorneys represent healthcare professionals and insurance providers seeking experienced defense counsel in malpractice lawsuits. 

Despite a healthcare provider’s best efforts, patients sometimes pursue claims against their providers even though an unfavorable result does not necessarily mean malpractice occurred.  RPSA has represented doctors, nurses, aides, therapists, rehabilitation facilities, long-term care facilities, hospitals, administrator staff, and healthcare management companies, in a wide variety of cases, including cases concerning alleged missed or incorrect diagnoses, surgical and procedural errors, medication errors, incomplete and inaccurate documentation, inadequate or substandard supervision and monitoring, and general and gross negligence. 

OUR APPROACH

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RPSA works with healthcare clients early in the process to diffuse and resolve threatened claims before litigation occurs.  When litigation is unavoidable, RPSA aggressively defends healthcare providers’ interests by preparing and treating each case as though it will proceed all the way through trial.  Our diligent preparation and care for each matter, makes us more successful at each step of the process and ensures we will be able to secure the fastest, least expensive, and most beneficial resolution for our clients, at trial or otherwise.

CONTACT RPSA

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To learn more about the ways in which RPSA can help on your medical malpractice defense, contact Nathan Ketterling or Christopher Wright. 

INTELLECTUAL PROPERTY

OUR PRACTICE

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To serve our clients, we prepare and prosecute all types of patent applications and provide infringement/non-infringement, patentability and freedom-to-operate assessments and opinions. We prepare and prosecute domestic and foreign trademark applications, pursue oppositions, cancellations and enforcement litigation, and provide related assessment opinions. We file and help our clients exploit their copyrights. We help establish and enforce trade secrets. We draft and negotiate licenses and agreements for the monetization of proprietary rights and technologies. And, because maximizing asset values can mean determining with precision the extent of those assets, we conduct intellectual property audits and due-diligence reviews of intellectual property portfolios for our clients.

OUR APPROACH

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We provide personal, strategic counsel to help our clients transform complex problems into business opportunities, and collaborate closely with them to better understand their business goals and interests in order to develop and capitalize on each asset within their overall portfolio.

In keeping with our objective of maximizing business value for clients, we are devoted to growing the net worth of our clients by maximizing actual and potential returns on their intangible assets. To do this, our attorneys draw upon years of legal, corporate, courtroom and practical experience in the protection and enforcement of all types of intellectual property rights.

Unfortunately, the nature of intellectual property rights can sometimes lead to conflict. We approach the possibility of our clients entering into litigation with their business interests in mind. The most advantageous resolution of a dispute often can be found in the boardroom rather than the courtroom, and when it is in our client’s best interest, we seek to resolve disagreements by negotiation. However, if litigation appears to be the best course of action for our clients, our experience in intellectual property litigation allows us to vigorously represent our clients in an aggressive and ethical manner.

CONTACT RPSA

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To learn more about what RPSA can do to help you protect your intellectual property, contact William Quirk.

POLITICAL LAW & ETHICS COMPLIANCE

OUR PRACTICE

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Our attorneys advise clients regarding compliance with federal and state laws, regulations, and rules governing political law and professional ethics. Our Political Law & Ethics Compliance services include both compliance counseling and representation in enforcement proceedings and litigation. We represent or have represented members of the Texas Legislature and the U.S. Congress, sitting judges of various Texas courts, and local elected officials, as well as candidate campaigns for these sorts of offices.

OUR APPROACH

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Campaign finance and ethics issues are often in the news, as candidates and officeholders are confronted with both civil and criminal proceedings arising from political activities. To keep our clients out of the news, we provide conservative and prudent advice regarding compliance with federal, state, and local laws regulating campaign finance and elections. Our goal is to help clients avoid legal problems by conducting themselves in accordance with the rules governing political activities. Our work includes reviewing campaign finance filings, advising regarding compliance with the laws governing political contributions, and assisting officeholders in weighing the effects of ethics laws on their activities.

When problems arise, we represent clients in matters before the Texas Ethics Commission and in the courts, where we have experience in defending both high-profile criminal prosecutions and civil suits based on campaign finance matters. Our experience in these matters allows us to craft vigorous defenses to alleged violations of campaign finance laws and to complaints submitted to the Texas Ethics Commission.

CONTACT RPSA

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To learn more about RPSA’s ability to assist you with campaign finance and political ethics matters, contact J. D. Pauerstein.

REAL ESTATE

OUR PRACTICE

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Whether representing a developer, lender, property owner or tenant involved in a real estate matter, our real estate attorneys and professionals are committed to closing transactions for our clients.

We regularly advise on the purchase and sale of real and personal property, land use, financing and construction matters for property owners, developers and lenders. We provide counsel on the risks involved in project development, represent property owners in zoning and land use matters, and represent landlords and tenants in office, retail and warehouse leasing. Though our practice is primarily devoted to commercial transactions, we also handle high-end residential transactions for individuals and advise on farm and ranch matters, including acquisitions and dispositions.

Our experience also includes representing developers in urban redevelopment projects and counseling on large purchase and sale transactions for office buildings, retail centers, business parks, industrial parks, hotels and other commercial projects. We offer significant experience in issues related to tax-free exchanges and other tax and development incentives at the federal, state and local levels.

Our real estate attorneys have an in-depth understanding of the issues related to virtually all types of complex lending transactions involving real estate, including construction loans, long-term mortgage loans and bond financing.

Real estate transactions often involve water or environmental and tax issues. Our Firm’s water and tax practice areas provide our real estate attorneys with the ability to manage those aspects of a real estate transaction and adjust for the interrelated impact of these areas.

OUR APPROACH

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We have a reputation for assisting in the success of real estate transactions, not impeding their progress to closing. Our clients count on us to consummate their real estate transactions, and their satisfaction is the measure of our success.

Our Firm’s ability to manage all aspects of a real estate transaction and protect the client’s investment allows our clients to leverage their position and take advantage of the opportunities that arise. We protect our clients’ interests with the goal of getting deals done.

CONTACT RPSA

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To learn more about how RPSA may help you with your real estate transaction, please contact Robert Rosenthal or Ruth Kelleher Agather.

TAXATION

OUR PRACTICE

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Our tax practice is focused on federal and state tax planning for individuals and small and medium-sized privately held businesses. This includes helping clients select the appropriate business entity in light of their tax goals, advising clients regarding tax issues that impact the operation of their businesses, and guiding clients through estate tax planning in order to preserve the business for the next generation.

In addition, we advise Mexican citizens investing in the United States regarding the income and estate tax consequences of conducting business and owning property in the United States.

Our tax practice also provides tax planning for non-profit corporations, foundations and tax-exempt organizations. This includes working with individuals to create new non-profit organizations, obtaining tax-exempt status for state and federal tax purposes, and counseling existing non-profit organizations regarding their policies and procedures to ensure IRS compliance.

OUR APPROACH

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Income tax considerations arise in many areas of our practice, from the planning of a new business to the structuring of a merger or acquisition. Understanding the tax considerations in structuring a transaction is often critical for the long-term financial success of our clients.

Our practice involves working with business clients to ensure their enterprise structure meets their organizational needs in a tax-advantageous manner. We also regularly advise clients on like-kind exchanges involving real and personal property.

CONTACT RPSA

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To learn more about how RPSA can help with your income tax considerations, contact Samantha V. Rodriquez.

FINANCING TRANSACTIONS

OUR PRACTICE

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We serve a wide range of banks and lenders, from community and state to large national banks, credit unions and other institutions. We structure, draft and negotiate transactions ranging from small business loans to large, complex financings. As business attorneys, we also represent borrowers in structuring and negotiating financing.

OUR APPROACH

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The firm’s financing transaction attorneys have great understanding of the legal issues presented by complex financing transactions. Our experience includes counseling borrowers and lenders in negotiating secured lending transactions and in structuring loan workouts. Our attorneys assist clients with many types of financings, including acquisition, development and construction loans, lines of credit, long-term mortgage loans, bond financings and capital leases.

Because our business attorneys have extensive experience in representing both lenders and borrowers, we understand loan transactions from both perspectives. We can quickly identify the key issues or critical “deal points” and craft practical and balanced solutions to meet the needs of our client while accommodating the legitimate concerns of the other parties to the transaction.

CONTACT RPSA

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To learn more about how RPSA can help you with your financing transactions, please contact Robert Rosenthal or Jonathan Starr.

ESTATE PLANNING

OUR PRACTICE

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Our estate planning attorneys handle a broad range of estate planning needs, from basic wills and trusts to sophisticated tax planning for very large estates. We also advise clients regarding succession planning for closely-held family businesses and major assets such as ranches and mineral-producing properties.

We advise families in the probate process after the loss of a loved one. This includes helping clients through the probate court system, working with accountants and appraisers to address post-death tax planning, estate settlement and the transfer of assets.

Our estate planning attorneys also work with clients to meet their charitable goals by forming foundations and charitable trusts, as well as other gifting techniques.

OUR APPROACH

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Every estate plan is tailored to meet our client’s unique goals and desires. An effective estate plan may include living trusts, family limited partnerships, generation-skipping tax planning, education and life insurance trusts, and charitable planning.

We have significant experience in succession planning for closely-held family businesses. In this area, we help clients develop a plan to transition a business to a younger generation, taking into consideration the family dynamics, the goals of family members and the management needs of the business. This effort often includes preparing buy-sell agreements to help keep a business within a family and to allow children who wish to operate a family business to buy the interest of siblings who want to pursue other interests. A succession plan also may include gifting strategies to transfer an ownership interest to children and tax planning to address potential estate tax liability.

Our estate planning attorneys, in conjunction with our litigators, represent executors and beneficiaries in fiduciary litigation and will contests. Disputes between family members can be emotionally charged, requiring special attention to explain and navigate the complex legal process to a successful conclusion. We’ll work with disputing family members whenever possible to avoid litigation.

CONTACT RPSA

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To learn more about how RPSA can help you prepare your family business for future generations or structure an estate plan, contact Carol Baskin.

Employment

OUR PRACTICE

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RPSA’s Employment Practice can serve as an extension of a company’s human resources department, advising on all legal aspects of employment relations. Experience gained from working with clients ranging from small, family-owned businesses to large corporations affords our employment attorneys the ability to understand the diverse culture of each business and to tailor our employment services to meet particular needs. We also have extensive experience defending employers in labor and employment disputes in federal and state courts as well as related administrative agencies.

Areas in which our expertise has been utilized include:

• Allegations of race, sex, national origin, age, religious and disability discrimination arising under federal and state law
• Wage payment claims, including those arising under the Fair Labor Standards Act, the Equal Pay Act and the Texas Payday Law
• Wrongful discharge, harassment, whistleblower and retaliation claims
• Prosecution and defense of non-competition and trade secret agreements

OUR APPROACH

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Since many claims may be avoided or more readily defended if clients understand their legal responsibilities, our employment lawyers take a proactive approach to solving disputes. We consult with clients regularly on matters related to employment contracts, non-competition and trade secret agreements, policy manuals, EEO and harassment-free work environments, drug testing, privacy, workplace investigations, extended absences from work, discipline and discharge.

CONTACT RPSA

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To learn more about how we can help your company with employment issues or an employment-related dispute, please contact Robert Rapp.