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Corporate & Securities

Creditors' Rights, Bankruptcy & Restructuring

For years, clients have turned to the ScottHulse Law Firm’s corporate attorneys to organize businesses, to take a growing company public, to maneuver through regulatory concerns, to complete large acquisitions, and to devise exit strategies.

''We have relied on ScottHulse for all of our legal needs since relocating to the Borderplex more than a decade ago. They have been key legal and strategic advisors on everything from contracts and leases, banking and finance, and labor and employment, to succession and transition planning and transactions. ScottHulse has been a trusted partner in our growth – a contributor to our success.''

Charles A. Sholtis
CEO & Owner
Plastic Molding Technology, Inc.

Our business lawyers in El Paso, Texas and Las Cruces, New Mexico, have expertise in business formation, corporate governance and business operations, commercial contracts and transactions, mergers and acquisitions, franchising, regulatory compliance, federal and state securities issues, partnerships, joint ventures, and technology contracting.

Our strategic location in the U.S./Mexico Borderplex and our extensive work on behalf of clients engaged in cross-border business have enabled us to develop strong institutional knowledge of Mexico laws. This knowledge, combined with our ability to provide licensed representation in Mexico, enables us to provide convenient, efficient and effective single-point oversight and coordination of the legal aspects of our clients’ business activities in both the U.S. and Mexico, thus easing the challenges of doing cross-border business, including mergers and acquisitions.

Business Formation

Our business attorneys assist clients in the formation of domestic business entities, including partnerships, corporations, limited liability companies, joint ventures, and professional associations. Our planning includes the formation of both domestic and non-U.S. business entities and includes a full range of services, from stock options and shareholder buy-sell and voting trust agreements, to non-disclosure, non-competition and employment agreements, and advice concerning business dissolutions.

Corporate Governance and Business Operations

ScottHulse corporate attorneys provide public and private companies and their management and board members with advice pertaining to the structure and function of management teams, boards of directors and board committees. Our advice includes compliance with Sarbanes-Oxley Act of 2002, and addresses complex corporate governance issues, including advising board members regarding discharge of their state law duties, compliance with federal law mandates and evaluation of strategic business and legal alternatives. Our corporate lawyers have represented board members, special committees and interested parties in corporation investigations and related party transactions. We also advise closely held companies on management and succession issues and best practices with respect to sound corporate governance.

Mergers and Acquisitions

We assist clients in acquiring and disposing of companies and divisions, both domestically, cross-border and internationally. Our structuring of transactions has included the gamut from sale and/or acquisition of assets, stock sales and purchases, mergers, split-offs and spin-offs. Our mergers and acquisitions attorneys work closely with our firm’s other practice groups, accountants, investment bankers and other professionals to address effectively the complex issues that typically arise in M&A transactions. See our Mergers & Acquisitions Practice Page.

Securities

We represent issuers and investors in connection with private offerings of securities, and are actively involved in the process of taking our growing company clients public. Our practice involves a wide range of offerings exempt from registration under federal and state securities laws, including single project syndications, private placements under Regulation D of the Securities Exchange Act, intra-state offerings, Rule 144(a) offerings, and include debt, equity and convertible securities.

Partnerships, Joint Ventures and Strategic Alliances

ScottHulse M&A attorneys assist clients in creating strategic alliances through partnerships, joint ventures and other business structures in a host of industries.

Business Planning

As a full-service commercial law firm, our corporate and business attorneys work closely with attorneys in other practice groups (e.g., tax, real estate, intellectual property, labor and employment, employee benefits, litigation and creditor’s rights) to develop effective solutions for a broad array of clients.

Technology Contracting

Our attorneys have broad experience in technology issues which enables us to serve clients developing, distributing or acquiring technology products and services. We actively assist clients in (i) developing, producing, marketing, distributing, licensing, supporting and protecting technology products and services, (ii) negotiating licensing agreements, distribution agreements, joint marketing agreements and other strategic alliances, (iii) promulgating strategies for protecting proprietary technology and products, including patents, copyrights, trade secrets and trademarks, and (iv) resolving employment and consulting issues common in this area, including confidentiality, non-competition, infringement and work-for-hire. Our technology litigation practice represents clients in Texas, New Mexico and federal courts as well as through mediation and arbitration. Our attorneys have expertise in all facets of disputes arising in the technology area, including infringement, as well as disputes involving employment, licensing, warranty, and unfair trade practices.

International

Because of our strategic locations in the U.S./Mexico border corridor, our corporate and securities law practice spans state and international boundaries. All of the areas comprised within our corporate and securities practice area include transactions in all of these jurisdictions. For a more detailed description of our international and cross-border capabilities and profiles of our international business attorneys, see our International & Cross-Border Business practice page.

Representative Matters

Represented a privately held real estate investment trust, in its organization and start-up, including private offering of $30 million in units of beneficial interest.
Representation of closely held businesses in various industries and service sectors including, manufacturing, transportation and retail sales.
Counsel to U.S. subsidiary of one of the largest electronics companies in the world in the establishment of logistics operations in Texas and Mexico
Counsel to a U.S. company in the formation of a company in Mexico for the sale of oil lubricants to businesses throughout Mexico
Counsel to a U.S. company in the formation of a company in Mexico for the sale of medical equipment in Mexico
Counsel to a U.S. company in the establishment of maquiladora (manufacturing) operations in Texas and Mexico
Counsel to many U.S. companies in shelter agreements and contract manufacturing agreements to allow the U.S. company to do business in Mexico without establishing direct operations (permanent establishment) in Mexico
Counsel to restaurant franchisor from Mexico in establishing and selling restaurants franchises throughout the United States
Counsel to large packaging/pallet business from Mexico in the formation of a company in and the establishment of operations in Texas
Counsel to a U.S. company in the acquisition of manufacturing plants in Mexico with financing obtained from U.S. lenders.
Represented a privately held, regional transportation company in the acquisition of one of the largest and most diversified household goods moving companies in the State of Texas. This transaction was structured as a taxable reverse subsidiary merger because of the diversified (though private) share ownership of the seller, and involved operations and facilities in every major city in Texas and many states of the Union.
Represented major Borderplex-based and mid-western based manufacturing companies in the acquisition of other businesses representing expansion opportunities. These transactions have been structured as asset purchases, stock purchases, and mergers, and have involved companies based in California, Minnesota, Florida, New Jersey, Connecticut, Texas, Oklahoma, and other states, the operations of which were often consolidated to the Borderplex region following the acquisition. One particular transaction, involving the acquisition of the stock of a Connecticut Subchapter S corporation, was structured as a §338 (h)(10) election under the Internal Revenue Code to allow the buyer to account for the transaction as an asset purchase rather than a stock purchase, thus giving the seller and the buyer the desired favorable tax treatment.
Represented the largest Borderplex based household goods moving company in connection with its restructuring into a holding company structure with all of its operating subsidiaries, previously operated as brother/sister entities, reconstituted as disregarded entities or qualified Subchapter S subsidiaries, thus allowing the conversion to the holding company structure while preserving all tax efficiencies.
Represented the two largest Borderplex restaurant franchisees in connection with reincorporation transactions and/or reorganizations that minimized Texas franchise tax and preserved their operational and management structure intact.