Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 80 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
Effective February 16, 2015, the Texas State Securities Board (the "Securities Board") adopted a new rule, Section 139.27 of Title 7 of the Texas Administrative Code (the "Rule"), that exempts certain mergers-and-acquisitions brokers from dealer registration under the Texas Securities Act. An exempt mergers-and-acquisitions broker is defined in the Rule as an "M&A Dealer." The Rule was prompted by, and is based on, the no-action letter issued by the SEC Division of Trading and Markets issued on January 31, 2014 (and revised February 4, 2014) to permit certain mergers-and-acquisitions brokers to facilitate certain securities transactions without registering as a broker-dealer under the Section 15(b) of the Securities Exchange Act of 1934 (the "No-Action Letter"). The Securities Board has (and has had) a streamlined registration or licensing process, not involving the satisfaction of any examination requirement, for a dealer that is only acting as a "business broker." In contrast, the Rule provides an exemption from any registration or licensing obligation for an M&A Dealer and its agents and does not require any filing with the Securities Board.
In large part, the criteria or conditions to be satisfied for the exemption under the Rule are the same as the criteria specified in the No-Action Letter and are stated in substantially similar language. The Rule, however, differs from the No-Action Letter in three critical respects:
The Rule also expressly states that a failure to comply with the record-keeping requirement or the requirement to furnish records to the Securities Commissioner will result in the loss of the exemption.
We also note a few other, less significant, differences:
OUR TAKE: A securities intermediary relying on the No-Action Letter who wishes to be involved in transactions to which the Texas Securities Act may apply should find the Rule to be a significant benefit, notwithstanding the differences between the No-Action Letter and the Rule. The intermediary should be careful, however, to note and comply with the additional criteria or requirements stated in the Rule.
 We briefly described the No-Action Letter in a post last year http://www.fromthesoxup.com/2014/02/new-sec-no-action-letter-exempts-ma-brokers-from-federal-broker-dealer-registration-requirement/.
 A business broker's activities are restricted to acting as a broker between principals for the sale of a majority of the equity securities of a privately held business under a privately negotiated purchase agreement, where the purchaser(s) will obtain managerial control of the business and where compensation received by the broker will be payable only for the brokerage activities.
 One of the disqualifications, in subsection (g)(1)(B) of the Rule, refers to a criminal conviction "within five years prior to the filing of the notice required under this exemption." Because the Rule contains no filing requirement, that reference is mistaken; we assume that the reference should simply be "within the past five years," as it is in certain of the other specific disqualifications in subsection (g) of the Rule. We understand that the Securities Board is aware of this and will make the correction.
The publications contained in this site do not constitute legal advice. Legal advice can only be given with knowledge of the client's specific facts. By putting these publications on our website we do not intend to create a lawyer-client relationship with the user. Materials may not reflect the most current legal developments, verdicts or settlements. This information should in no way be taken as an indication of future results.
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