Commercial Transactions
2021 – The firm recently closed on its first renewables related M&A transaction involving the sale of certain corporate interests of our client, a wind turbine repair and maintenance services company to a private equity group.
2020 - Griffin & Matthews was awarded deal of the year by the Association for Corporate Growth for its representation of Scandrill, Ltd. in a complex $350mm plus transaction. The transaction was structured as a merger of our client with and into its wholly owned subsidiary, followed by a contribution of equity in an acquisition entity by holding company into the surviving entity, and the simultaneous entry into the two finance facilities. Simultaneously with the merger, the surviving entity adopted a complex capital structure made up of several preferred and common equity interests.
2019 - Griffin & Matthews represented an international dental implant company and its wholly owned subsidiary, successfully negotiating the strategic purchase of eighty percent (80%) of a dental implant enterprise that included manufacturing, educational facilities and a thriving practice. The transaction allows the client to expand and increase its market share within the United States.
2019 – The firm had the pleasure of representing the owners in the sale of the Chicago location of their high-end fashion boutique. The transaction involved the incorporation and accommodation of unique pre and post-closing needs of the parties.
2019 – Our transaction section represented the sell side of a restaurant equipment wholesaler. This M&A transaction involved complex point of sale systems and processes along with the sophisticated sale and inventory systems utilizing e-commerce platforms.
2018 - We assisted a legacy client, a designer and manufacturer, with the successful sale of the business to a strategic buyer. The M&A process involved the negotiation of business terms, letter of intent, due diligence, asset purchase agreement, representations and warranties, and closing. Ancillary to the sale, the Firm represented the landlord of the facilities and successfully negotiated a multi-year lease with the purchaser of the business.
2018 - We assisted a supply chain logistics company client, with local and international operations, in the analysis and evaluation of acquisition offers from strategic competitors. Complexities of this transaction included the coordination and reconciliation of international financial, tax, HR, and workplace culture integration issues.
2017 - Through our general counsel representation of a local gravel company, we were able to structure and close an internal reorganization project with focus on liability protection and succession planning, protecting over $11 million in assets.
2017 - For an aircraft owner client we successfully negotiated and closed on a Part 135 aircraft dry-lease agreement covering commercial operations.
Energy
Working through the downturn in the energy sector was difficult for many of our clients. Throughout we were able to provide guidance and assist in the survival and recovery of company clients. Those that did not make it have found new and exciting growth opportunities.
The Firm recently negotiated a pipeline easement agreement, resulting in a $2mm payout to our landowner client.
We assisted a drilling contractor client in the roll up and reorganization of multiple existing entities, while contemporaneously analyzing the potential acquisition/merger with a competitor contractor involving $140,000,000+, the negotiation of terms for senior secured debt, and the listing on an international exchange.
An energy-based manufacturing client valued at $120,000,000 was the target of a strategic buyer. We were instrumental in the evaluation, due diligence investigation, negotiation and drafting of documents for the acquisition. Although the transaction did not close, it was through the due diligence phase that material issues were identified.
The firm negotiated multiple national and international pipeline easement and oil and gas lease agreements for our clients.
Insurance Defense/Personal Injury
The Firm successfully represented Plaintiffs in several premises liability cases involving allegations of negligent painting and maintenance of wheelchair ramp, and another for allegations of negligent employer policy and procedures at a restaurant.
We recently settled a suit involving the tragic drowning loss of our client's teenage child. Aside from dealing with the emotional aspects of the case, the case was academically complicated by international jurisdictional and venue related issues.
In two separate “bet the ranch” cases, we managed the defense of our corporate clients against damages claims that far exceeded their insurance policy limits. Both cases involved tragic high profile traffic accidents resulting in the death of multiple individuals; that, if not successfully resolved, would have likely resulted in the closure/bankruptcy of generationally built companies. To the extent there is ever real resolution, both cases were satisfactorily resolved within policy limits after being fully developed.
We are representing a cattle operation wherein a ranch hand was fatally injured, allegedly by the client’s bull. The case was later appealed to the Texas Supreme Court resulting in new caselaw that effectively excludes Texas farmers, ranchers, and livestock owners as protected parties under the Texas Farm Animal Liability Act.
Our employer liability insurance defense group continues to successfully defend insureds against high profile claims arising from the death or injury to one or more of their employees. In each case we are called up to investigate and develop an understanding of the facts and the insured's business.
Recently, these included defense of a lumber company whose employee sustained fatal injuries while loading sawdust into an 18-wheeler; a fabrication company whose employee was killed while at an offsite location when a freight train struck the vehicle in which he was riding; a roofing company whose employee fell to his death after failing to wear company issued protective equipment, and a railyard maintenance company whose employee was killed when caught by the rotating arm of a bobcat trailer mistakenly engaged while in the recognized zone of danger.
For successive years, Griffin & Matthews has been asked to give presentations on current topics to our clients, the recent topics include: Non-Fatal Injuries, Improper Parties, and Failures to Exhaust Administrative Remedies - Why are they increasing in number and is there a "best method" for disposing of these claims; In Utero Injuries and the Comp Bar (Are a Minor Child's Claims against a Parent's Employer Barred by the Exclusive Remedy Defense?); and Alternate Employer Endorsements and the Exclusive Remedy Defense.
Real Estate
We continue to represent land developers, homebuilders, and a wide variety of commercial, industrial and residential contractors in their efforts to grow and expand their businesses. Our responsibilities include assisting in the planning, purchase and development process; the negotiation of construction contracts; filing of liens; forming and working with HOA's, and in many cases, succession planning.
We currently represent an investment company with 40+ residential properties. The company has sought our assistance in consolidating its financing, lending and collateral documents; providing documents supporting future buy-sell contingencies; and, assistance in dealing with issues in changes in management and control.
We are involved in a complex dispute between adjoining ranch owners regarding disagreement over the existence, maintenance, and ownership of a roadway separating the properties with historical implication dating back to the early 1900s. The case involves complex issues of adverse possession, Commissioners Court proceedings, and the rights, duties and obligations of each of the parties concerning road closures.
We continue to represent a landowner client in its dispute and negotiations with the EPA and other responsible third parties over the disposal of hazardous waste materials placed on the property decades earlier, and prior to our client's ownership of the property. This high-profile case involves complex environmental, real property, and personal injury issues, and Super Fund sites.
2021 – We continue to represent a long-term client family owning significant acreage with significant value in an action to partition the property. The case is complicated due to the differing agendas of other owners, resulting in challenging issues involving surveys, flood control, municipal and county mandates, and appraisals.
2020 - Represented Seller on the sale of 51 acre tract of land in Chambers County with a value of approximately $2.5mm, involving complex issues resulting from Environmental Phase I and II studies.
2019 - The firm was involved on the buy side of a very large multi-ranch, multi-tract transaction complicated by the need for and acquisition of water rights, permitting, and the extraction and transportation of same.
2018 – We represented a landowner in a condemnation action wherein our involvement resulted in a significantly higher (59% increase) payment by the county to our client.
2017 - The firm was able to successfully resolve for our landlord client, through mediation, a contentious and complex breach of lease suit.
2017 - We obtained a settlement before trial in a complex adverse possession case involving over 25 parties, including individual owners, entities, and multigenerational trusts, with varying positions.
Commercial Litigation
We successfully negotiated the redemption of a deceased partner’s ownership interest in a company from his widow and family members in the absence of formal buy/sell obligations, while contemporaneously negotiating the renewal of the company’s franchise agreement; its primary income generating asset.
We successfully negotiated the resolution of a breach of lease and commercial landlord/tenant dispute resulting from tenant's clandestine abandonment and destruction of leased warehouse and office space.
The Firm aggressively defended an employer against workplace injury claims asserted by former employee, resulting in former employee's voluntary dismissal of claims within 24 hours of file assignment by insurance company.
We recently completed the successful defense of an employer in a wrongful death and workplace fatality case resulting in dismissal of all claims by deceased employee's family members following submission of Motion for Summary Judgment.
The Firm defended a national industrial lighting company in a Department of Labor Investigation concerning over 80 employees at their Houston facility. In this complex case, the internal investigation and negotiations with Wage and Hour Division resulted in back-pay being paid for only 2 out of 80 employees, totaling less than $2,200.
We successfully settled and obtained individual releases from employees in a class action suit against our client involving alleged FLSA violations. The case was challenging due to complex bonus structures and overtime calculations.
In our ongoing representation of a homebuilder client, we defended and positively resolved lawsuits from homeowners claiming construction defects.
On behalf of our client, we pursued and successfully negotiated and structured a challenging partnership redemption at multiples of the original offer from a former business partner. The matter was complicated by complex organizational documents including confidentiality and non-competition agreements.
Fiduciary Law/Probate Litigation
We negotiated and enforced terms of corporate documents in place following death of a company partner on behalf of his estate, effectively providing an exit for the family and payment in exchange for the ownership interest.
Successfully resolved litigation in favor of the children where mother’s Will was supposed to mirror father’s, but inadvertently left children out, via use and development of recent changes to the Estate’s Code as they pertain to testator intent and scrivener’s errors.
In a complex breach of fiduciary duty case involving actions in both State and Federal court, the firm is defending the trustee and executrix who is also a beneficiary for alleged breaches of fiduciary duty, conversion, tortious interference with inheritance rights, constructive trust over trust assets, fraud, and conspiracy, among other things.
We successfully concluded our representation of an estate in litigation involving the valuation and ownership of an extensive legal practice. The contentious case was complicated by the need to value and analyze hundreds of cases; the threat of multijurisdictional suits influencing that valuation; and, the complexities of unique settlement terms.
The firm successfully defended an estate executor from claims made by Decedent's former insurer regarding claim for unpaid life insurance benefit.
We pursued successful recovery of estate property from third party who claimed ownership based on possession of asset at time of death.
We are currently involved in several shareholder dispute cases in which we represent minority owners being oppressed by majority owners. Each of these cases involve breaches of fiduciary duties.
General Counsel
When potential wrongdoing was revealed, our client needed to act appropriately, deliberately, and promptly. To get it right for all concerned (shareholders, customers, and business partners), we offered practical advice and conducted an internal investigation to fairly address what happened, its effects, and provided going forward recommendations, resulting in policy changes and going forward positivity within the organization.
In our representation of a startup unmanned aerial vehicle (drone) company we assisted in its formation, ownership, structure, and management. We negotiated a myriad of different contracts (including MSA's), and assisted with insurance, finance, letters of intent, partnerships and joint ventures.
Through our nearly 30-year representation of an energy sector client, the Firm has handled and/or assisted in the management of insurance defense matters, employment matters, management and succession planning matters, operational and investment growth.
We are assisting a long-term client in dealing with employee defection of its out-of-state operations. The matter is complicated by various operating, non-disclosure, and non-solicitation agreements exacerbated by jurisdictional and venue related issues.
Griffin & Matthews represents a family-owned drainage contractor company wherein we analyzed its 10-entity structure (separated by operations, leasing, equipment, and intellectual property) and implemented a system allowing for ease of annual reporting to state agencies, and drafted agendas and resolutions for annual meetings of members, shareholders, managers, and directors.
In its representation of a valve company, the firm has drafted and negotiated multiple Master Services Agreements with both vendors and customers, assisted with employment matters such as terminations and non-competition/non-solicitation matters, commission issues, and the recovery of aged accounts receivable owed to the company.
The firm has represented a water treatment company for over 10 years. In that time, we have helped guide the client through multiple complex business transactions including change of ownership, change of management, human resource matters, industry Co-Op relationships, and various other business dealings and succession planning.
We represented a Texas tree farm in negotiation of an Easement Agreement for a pipeline right-of-way. Consideration totaled in excess of $675,000, with additional negotiations for a delay damages provision to protect against and minimize damage to crops. Subsequent to the closing of the Easement Agreement, the pipeline company's performance triggered the delay provision which lead to subsequent payment of $370,000 to our client.
Griffin & Matthews represented a consulting and staffing firm wherein we drafted updates to employee handbook, policies and procedures, drafted and negotiated employment and management contracts, and assisted in investigation and of workplace harassment allegations and resulting disciplinary reactions. We also reviewed and negotiated various MSA, non-disclosure agreements, and are currently providing legal counsel on proposed reverse merger, redemption, or asset sale opportunities.
At the request of our client, a national industrial fabricating company, we delivered various presentations and training sessions specific to employees, supervisors, and HR representatives of the company, with a focus on DOL/FLSA reporting requirements, intercompany investigations, disciplinary policy, and retaliation.
Our firm has provided general counsel services to a galvanizing contractor for more than 10 years. We have represented the company through its partial sale of assets to a publicly traded company, its ownership and management succession, complex shareholder buy/sell agreement, various employment matters, internal investigations, collections, and guidance to its shareholders, board of directors and management.
Family Law
The firm is heavily involved in providing litigation and transactional support to our own clients and clients of attorneys needing our expertise in corporate matters. Current cases involve everything from child custody disputes, pre- and post-marital agreements, to advice on corporate ownership, governance, and transfers in the face of divorce.
Recently, we successfully resolved a contentious divorce action involving a client with complex issues of valuation and the allocation of a multi-million-dollar estate. The case was successfully resolved through the use of creative strategies designed to preserve the value of the corpus after division for the benefit of both parties.
The firm was recently involved in a number of family law cases involving sensitive and difficult issues of drug and alcohol abuse, spousal abuse, child support and custody, and the division of debts and assets. These cases required our experience involving restraining orders, drug testing and counseling, psychiatric orders, anger management, physical abuse, valuation, property characterization, etc.
Our firm regularly drafts and negotiates premarital agreements for clients beginning their lives together. Be it their first, second, or third marriage, we protect our client's inherited assets, earned assets, and legacy to their children.
