Commercial Litigation

The RSM litigation team assists clients through all phases of litigation and arbitration involving business-to-business relationships, financial disputes, and corporate governance and control.  Some of our clients need early counsel to avoid litigation through smart and efficient negotiation before lawsuits become necessary, while others need extensive and thorough litigation counsel through trial and appeals.  Regardless of the term or intensity of the dispute, RSM prides itself on working with its clients to achieve the outcomes that will allow its clients to successfully resolve their legal disputes and return to their endeavors.

COMMERCIAL DISPUtES

RSM has assisted companies throughout Texas and the U.S. in resolving disputes arising between and among businesses.  The most common types of disputes that RSM clients face include the following:

  • Contractual relationships in which one party is not performing as agreed, or which need modification or termination;

  • Corporate fraud and misrepresentation;

  • Copyright and trademark infringement;

  • Unfair competition from competitors and former employees;

  • Theft of trade secrets;

  • Anti-competitive commercial conduct; and

  • Business disparagement.

FIDUCIARY LITIGATION

In business and financial matters, formal relationships of trust and confidence give rise to unique legal obligations that can lead to the need for judicial intervention.  Some of the more common relationships arise between 

  • partners or joint venturers; 

  • business entities and their officers, directors, managers, and employees; 

  • trust or estate beneficiaries and trustees, administrators, or executors; and 

  • agents or brokers and their clients.  

In the context of these relationships, the legal duties and obligations on the one hand, and the expectations and conduct of the parties on the other hand, do not always align.  Sometimes a request for an accounting or tracing is sufficient to clarify concerns as they arise.  Other times, the litigation process is a more formal and preferable way to resolve the parties' disagreements.  

BUSINESS ENTITIES AND GOVERNANCE

The expectations upon starting a new business are often not the same as the realities a year or several decades later.  When the ideas and goals of founders and executives diverge, sometimes a solution to the friction is not readily obvious.  The litigators of RSM have helped businesses through these challenges when negotiations are no longer enough to resolve the problems that have arisen internally in a business.  Some of the solutions may include a judicial petition for winding up of the business, an enforceable demand for distribution of profits or confirmation of rights, litigation to determine the rights and obligations of the corporate leaders, or resolution of disputes between boards and executives.  

Business Law

Business Law touches many aspects of a business’ lifecycle, from new business formation and corporate structuring for growth and transition, to dependable transactional counsel for growing companies.

Our corporate attorneys are available to support clients in English and Spanish.


Business Set-Up & Structuring

The RSM corporate team has extensive experience with business set up and entity structuring across a wide range of industries and for businesses of all sizes. While Texas LLCs are the most common business structure, the firm also supports clients with Corporations, Limited Partnerships and other entity types. Many of our clients are setting up multi-entity corporate structures, and RSM works with those clients to build a wholistic plan that incorporates expected growth without overcomplicating day-to-day operations for those businesses. 

RSM also supports clients with business transitions including business acquisitions and sales, entity restructuring and growth, employee equity and phantom equity plans and entity dissolution and conversion.

Recent Representative Transactions:

  •       Set-up of multi-location professional service company with majority owner/founder and minority member investors.

  •       Counseling first time business owners on selecting and structuring their entities to meet the company’s objectives and promote productive working relationships between partners.

  •      Real Estate entity formation for multi-generational family liability protection and transition.

  •       Restructure a large real estate holding company with company employee incentive compensation incorporated into phase II of company growth.

  •       Transition ownership of existing multi-entity company to the next generation of ownership across a 10-year transition plan.

  •       Buy-Sell and Succession planning structure for multi-generation family business.

  •       Negotiate Asset Purchase Sale of local Austin business with full founder exit and partial equity compensation.

  •      Set up new restaurant chain in Austin, helping the company navigate its corporate structure, commercial lease, outside financing and internal governance.

  •      Negotiate company buy-out of departing business partner as part of corporate restructuring.


OUTSIDE GENERAL COUNSEL

RSM supports clients in a wide variety of general legal business transactions.  We draft and review contracts, negotiate strategic partnerships, and help businesses with both planned and unexpected legal decisions.

  • Commercial Contracts

  • Joint Venture Agreements

  • Trademark Registration and Protection

  • Commercial Leasing and Sales

  • Employment Law: Agreements, Compliance and Risk Mitigation

  • Independent Contractor Agreements

  • Licensing Agreements

  • New Business Opportunities Negotiation and Drafting

  • Family Asset Protection Strategies

  • Equity Incentive Plans

  • Strategic support for significant transitions

Recent Representative Transactions:

  • Negotiate Service Agreement with large national nonprofit.

  • Phantom Equity Plan for executive team of growing company.

  • Licensing Agreement and compensation model for expanding location of established Austin business.

  • Negotiate joint venture agreement for sporting goods company establishing operations in the United States.

  • Employment Agreements and Independent Contractor Agreements for multi-location company.

  • NDAs, Service Agreements, and other contract negotiation for fast growing energy company.

  • Newly formed company contracts including client contract, independent contractor template and employment agreement for first employee.

Real Estate

The real estate market is a dynamic and fast paced area that demands strict attention to detail and planning. Being fully informed of the risks and benefits of a deal ensures a successful transaction.

Acquisition

Whether you are purchasing your first restaurant or acquiring your tenth warehouse, our attorneys can guide you along each step in the process. When buying real estate, dates and details are often critical to the deal and it is imperative for you to have competent counsel who can assist you in staying ahead of the curve. In addition to providing counsel, we are happy to connect you to other trusted referral sources such as brokers, accountants, insurance agents, and qualified intermediaries. Services available include:

  • Title commitment review and objections

  • Research and advise on chain of title

  • Draft, review, and negotiate purchase and sale agreements

  • Advise on due diligence and risk mitigation

  • Assistance with creation of entities and structure choice

Leasing

As a commercial tenant, it is critical to understand your risk and exposure when leasing real property. Depending on your business goals, you need to ensure that lease provisions compliment your daily operations and you are informed of all terms of the transaction. As a commercial landlord, we can help ensure that your asset is fully occupied on terms that work for your business. We can assist property owners when pivoting in dynamic markets. Depending on your business needs, you want to ensure that the provisions of the lease compliment your daily operations. The firm can assist with the following:

  • Negotiating Lease Agreements and Letters of Intent

  • Lease Review and Revisions

  • Amendments, Relocations, and Terminations

  • Subleasing and Partial Assignments

  • Lease Workouts and Buyouts

Development

The firm’s attorneys have experience in the following areas and are ready to collaborate on your next project:

  • Condominium Regimes

  • Neighborhood Development (Subdivision or Platting)

  • Easement Creation and Dedication

  • Property Owners Associations

  • Creation of Deed Restrictions

Financing

Ruffner Schoenbaum Murphy PLLC has the knowledge and experience to assist with financing needs in the real estate sphere. We can prepare commercial loan document packages for lending institutions. Our attorneys also represent private investors and borrowers in the preparation of single or multi property financing documentation.