Clark, Thomas & Winters advises and represents clients in organizing, reorganizing, and dissolving corporations and other business entities and in their efforts to raise private funding through the issuance of equity and debt securities. Our corporate and securities lawyers work with the firm's lawyers in tax, commercial transactions, regulatory law, mergers and acquisitions, and other specialties so that our advice takes the client's complete environment into consideration.

We understand that to be of true value lawyers have to consistently meet deadlines, produce work that meets or exceeds expectations, and be both accessible and accountable. Those standards are central to the way we work.

For more information concerning our corporate and securities practice, please contact Jonathan Lass or your existing relationship manager at the firm.

REPRESENTATIVE CLIENT INDUSTRIES

SERVICES

Business Formation

We assist clients in the selection of the appropriate entity (corporation, partnership, limited liability company) to meet business, finance, and tax objectives, select the appropriate jurisdiction (Texas, Delaware, etc.) for the entity, and design a management structure suited to the business or investment plan.

Business Structuring

To best serve the clients' management objectives, minimize taxes, and control exposure to business liabilities, we help clients decide whether to isolate particular business lines or investments in separate entities. We help plan for management and operations across complex affiliate and subsidiary structures.

Reorganizations

We design and implement business reorganizations to facilitate sales of business lines, separate management teams, meet the demands of investors and lenders, and streamline compliance with tax and regulatory laws.

Equity Offerings

We represent qualified clients in offering stock, membership or partnership interests, and other equity securities to both passive investors and those who will be active in the management of the business. From time to time, we represent individual investors in evaluating the risks of an investment in a private venture. Our work in securities offerings includes private placements of securities in exempt transactions such as the exemption provided by Regulation D of the federal securities laws.

Debt Offerings

We represent qualified clients in offerings of indenture debt and other debt instruments and in the administration of bond indentures and other debt arrangements.

Corporate Governance

In issues of corporate governance, we help clients understand and meet their obligations and protect their rights as business owners, investors, directors, and managers. We represent controlling owners, minoriity investors, and managers in disputes concerning corporate control and management.

Management Issues

We help clients address challenges and opportunities in the management of their businesses. These engagements cover advice on management succession, advice on executive compensation, and advice on the preparation and operation of codes of ethics, legal compliance plans, and codes of conduct for the business.