SALES AND ACQUISITIONS
Our lawyers have experience in analyzing, drafting and negotiating real estate agreements regarding the sale and purchase of land and the construction of improvements. We prepare and negotiate contracts for the purchase and sale of all types of properties, including unimproved property, farm and ranchland, residences, office buildings, apartment complexes, shopping centers and even rail lines. We counsel clients on legal issues related to site selection, environmental issues and requirements, land use and development issues, subdivision, zoning, and other legal requirements, title issues, title insurance, and the contract issues, and work with them to resolve title problems, contract disputes, closing problems, and environmental issues, including compliance with remediation and abatement requirements.

ACQUISITIONS BY PUBLIC ENTITIES AND UTILITIES
We have extensive experience handling issues faced by public entities in the acquisition and sale of real property, and are familiar with public bid and other requirements regarding the sale of land owned by political subdivisions. Our representation of governmental entities in real estate matters includes all of the services set forth above. In addition, we help public entities and utilities with the acquisition of easements, street right-of-way, water rights, water leases, and other property interests in connection with street, water, wastewater and development projects, including acquisition through condemnation. In doing so, we assist in the negotiation and preparation of purchase contracts, easements, conveyance documents, working with engineers and site acquisition team on problems in connection with site acquisitions, and acquire property rights through condemnation proceedings when necessary. We also assist in the preparation of requests for qualifications, bidding and construction documents in connection with the project. We frequently represent clients in the purchase of existing facilities such as power plants, water distribution systems, wastewater treatment plants, lift stations, and in connection with telecommunication facilities. Our public finance attorneys also provide representation and guidance in financing projects through the issuance of bonds, certificates of obligation, or other financing mechanisms. In a major project for the Canadian River Municipal Water Authority, the firm represented CRMWA in the acquisition from the United States of a $34,000,000 pipeline. The firm also served as bond counsel in the bond issuance for financing the transaction.

EASEMENTS
Our attorneys have handled all aspects of the legal issues surrounding easements, including the granting of easements, the acquisition and retention of easements, and the interpretation of easement provisions. We regularly represent public entities in the acquisition of land use easements, eminent domain and condemnation. We also represent utilities and telecommunications companies in the complexity of their easement requirements. We are capable of assisting clients in all annexation matters. We have routinely advised local governments on annexation issues, including voting rights concerns, tax issues and other related matter.

LEASES
We routinely represent tenants and landlords in the negotiation and preparation of lease documents for residential and commercial properties. We also counsel clients in lease disputes and in the enforcement of lease rights, including eviction and collection activities.

CONSTRUCTION ISSUES
We have extensive experience representing clients in all areas related to construction, including competitive bidding, contract drafting and negotiation, and insurance and bonding. Our attorneys are regularly involved in the negotiation and preparation of contracts for the design and construction of commercial and residential projects, including contracts with architects, engineers, and contractors. We also assist clients to successfully resolve disputes with design professionals and contractors through negotiation, mediation, arbitration and/or litigation. The firm represented Austin Community College District in the negotiation and preparation of the architect and construction manager at risk contracts for the ACC Health Facilities Buildings, Phase I of which was completed in 2003, and Phase II of which was completed in 2004, with a combined project budget of $2,200,000. Representation included serving as bond counsel for a $10,389,516 bond package, part of which was used for this construction project.

FINANCING
We represent lending institutions in connection with residential, commercial and construction loan documentation, and asset collection. We draft loan documents for loans secured by a wide variety of security. Asset collections have involved conducting residential, condominium, shopping center and other types of non-judicial real property foreclosures, as well as non-judicial foreclosures on notes receivable secured by real property and on an assortment of types of personal property. We have represented lenders and borrowers in handling loan workouts in which the loans were collateralized by various types of property, such as office buildings, raw land and shopping centers

SELECTION AND FORMATION OF BUSINESS ENTITY AND RELATED MATTERS
Our attorneys with Bickerstaff Heath have advised clients in connection with the formation of numerous Texas limited liability companies, including the preparation of the documents required to form the entities and to make them operational and we have assisted clients in creating numerous general and limited partnerships, including oil and gas partnerships and other specialized partnership investment vehicles. Our attorneys have also advised community-based banks with respect to the formation of holding companies, reverse stock split transactions, and the formation of Delaware intermediate holding companies to mitigate state franchise tax burdens.

Shareholder and Voting Agreements
Our attorneys assist clients in the preparation of voting agreements to assure agreed upon shareholder control of corporations.

Employment Confidentiality and Non-Competition Agreements
Bickerstaff Heath attorneys regularly engage in advising both business entities and employees with respect to employment confidentiality and non-competition agreements.

Corporate Governance and Management, and Directors' and Officers' Duties
Our Firm provides assistance to our clients on matters relating to corporate governance and management, as well as directors' and officers' duties. Our firm advises and assists clients with respect to the conduct of shareholder and director meetings, including the preparation of proxy statements. We also assist them with proxy solicitations, and prepare resolutions and minutes of meetings. Our attorneys work with the boards of directors of clients, counseling them on corporate governance issues, fiduciary duties, and related matters, and counsel and assist corporations with regulatory compliance, contractual relationships, employment matters, and the development and implementation of corporate policies and practices.

Incentive Stock Option Plans and Other Stock Compensation Plans
Our attorneys advise and assist both business entities and employees with respect to stock compensation plans, including the preparation of Incentive Stock Option Plans and other plans which involve compensation through stock in a corporation. We also represent business owners and corporate officers involved in mergers and acquisitions in connection with continued employment by the surviving entity.

PRIVATE PLACEMENTS OF SECURITIES
Attorneys with Bickerstaff Heath have represented clients in numerous private securities placements and sales. For example, our attorneys have represented a private placement of limited partnership interests to fund the acquisition and start-up of gravel mining operations and handled the private placement of securities for cash combined with the offering of securities in exchange for oil and gas leases on behalf of a privately held exploration and production company.

BLUE SKY LAW COMPLIANCE
Private placements of securities require compliance with applicable state securities (i.e. "Blue Sky") law. Our attorneys determine which exemptions from registration are available and make the necessary filings to comply with such exemptions.

COMPLIANCE WITH SEC RULE 144
Private resale of restricted securities require compliance with SEC Rule 144. Our attorneys advise as to the requirements of Rule 144 and assist in complying with such requirements.

REPRESENTATION OF BANKS REGARDING BUSINESS FORMATION
Our attorneys have advised community-based banks with respect to the formation of holding companies, reverse stock split transactions, and the formation of Delaware intermediate holding companies to mitigate state franchise tax burdens. They have represented a bank holding company in a tender offer designed to eliminate minority shareholders in its bank subsidiary and in the holding company and to convert the holding company into a Subchapter S corporation.

REPRESENTATION OF BANKS AND BORROWERS IN UNSECURED AND SECURED LOANS
Our attorneys represent both banks and borrowers in unsecured and secured loan transactions, including bank loans secured by oil and gas properties, small business loans, loans to professional organizations, and loans for major real estate developments.

PURCHASE AND SALE OF MORTGAGE LOANS AND SERVICING RIGHTS
We assist and advise clients in connection with the purchase and sale of mortgage loans and servicing rights. We also advise and assist banks in matters involving letters of credit, depository accounts, repurchase agreements, underwriting requirements for federally insured loans, truth-in-lending documents and other operational issues.

COUNSELING BANKS AND BORROWERS ON LOAN WORKOUTS
Our firm counsels and assists both banks and borrowers with respect to loan workouts including representation of a borrower in renegotiation of loans with a large bank consortium.

LENDER LIABILITY ISSUES
Our firm counsels lenders on lender liability issues and how to mitigate the risk of suits by borrowers.

ENFORCEMENT OF LIENS AND SECURITY INTERESTS, AND FORECLOSURES OF PROPERTY
We represent banks and other lenders in connection with the enforcement of security interests and liens, including foreclosure of property subject to such security interests and liens. We also represent banks in other collections and loan enforcement matters. One of our attorneys represented the FSLIC, as the receiver of a failed bank, in connection with the liquidation of oil and gas properties and represented an investment company in lending transactions secured by oil and gas properties.

GENERAL CORPORATE COUNSELING

• advised clients in connection with the formation of numerous Texas limited liability companies, including the preparation of the documents required to form the entities and to make them operational;
• assisted clients in creating numerous general and limited partnerships, including oil and gas partnerships and other specialized partnership investment vehicles;
• advised community-based banks with respect to the formation of holding companies, reverse stock split transactions, and the formation of Delaware intermediate holding companies to mitigate state franchise tax burdens;
• advised and assisted clients in connection with the creation of a variety of non-profit corporations to be used to acquire and develop affordable housing and to obtain specialized federal tax exempt status and state certification as a certified housing development organization for each entity;
• represented a bank holding company in a tender offer designed to eliminate minority shareholders in its bank subsidiary and in the holding company and to convert the holding company into a Subchapter S corporation;
• worked with a client to create a public charity to govern community giving by employees of a regional telecommunications corporation and to obtain federal and state tax exempt status for the organization, including advising the board of directors on formation and governance issues;
• advised and assisted a client in connection with the creation of a private "family foundation" and obtaining federal and state tax exempt status, including the development of policies and procedures for operation and grant making;
• advised and assisted a client in developing and implementing detailed restrictions on transfer and rights of first refusal in connection with the development of an extensive real estate development project.

PRIVATE PLACEMENTS OF SECURITIES

• representation of a state bank in connection with the private issuance of its common stock combined with the merger of two other state banks;
• representation of a privately held exploration and production company in the private placement of securities for cash combined with the offering of securities in exchange for oil and gas leases;
• representation of a state bank in the private placement of its subordinated debentures;
• representation of a New Jersey-based telecommunications company in its sale of securities to a venture capital firm controlled by the Lamar Hunt family;
• representation of an East Texas family in connection with two private placements of interests in oil and gas acquisition leases;
• representation of a real estate company in the private placement of units in a real estate limited partnership which acquired a shopping center in San Antonio.

MERGERS AND ACQUISITIONS

• representation of a state bank in connection with its merger with two other state banks combined with the private issuance of the surviving bank's common stock;
• representation of a private exploration and production company in a transaction involving the exchange of oil and gas leases for securities combined with the private placement of securities for cash;
• representation of a bank holding company in merger transaction in which it was acquired by a national banking company for stock in an SEC registered transaction;
• representation of a German corporation in connection with its acquisition of a gas-fired electric generating unit in Brazos County;
• representation of a regional telecommunications company in the acquisition of the fiber optic network and other telecommunications facilities in Texas, Oklahoma, Louisiana and Arkansas of the telecommunications subsidiary of a major multi-state electric utility holding company;
• representation of a group of investors in the private placement of partnership interests to fund the acquisition and start-up of a gravel mining operation;
• representation of a regional telecommunications company in the acquisition of telecommunications facilities in certain areas of Texas owned by the telecommunications subsidiary of a major Texas electric utility;
• representation of a regional telecommunications company in the acquisition from other telecommunications providers of the right to provide telecommunications, video and internet services to apartment complexes and other multi-occupancy units in certain Texas cities;
• representation of a regional telecommunications company in the acquisition of another telecommunication company that serves certain communities to the north and west of Dallas;
• representation of a major British utility company in the acquisition of wind easements that cover ranches in West Texas for use for wind-generated electricity;
• representation of a bank holding company based in Dallas in a merger transaction in which it was acquired by a major bank holding company in a registered SEC transaction;
• representation of a telecommunications company in the roll-up of the company into a publicly held company, following the sale of its securities to a venture capital firm controlled by the Lamar Hunt family;
• representation of a lumber supply company in the sale of all of its assets and liquidation;
• representation of an investor group in acquiring a failing bank, several subsequent rounds of financings and series of acquisitions of banks and the eventual sale of the bank holding company to a major national banking company;
• representation of a bank in Dallas in its acquisition of a bank in another Texas city;
• representation of a wireless cable company in its sale to a New York investment group.

PARTNERSHIP MATTERS

• advised and assisted an investor group in the private placement of limited partnership interests to fund the acquisition and start-up of a gravel mining operation;
• represented the principals (two retired state district court judges and a former law partner) in forming a firm to provide mediation and arbitration services;
• represented a real estate company in the private placement of units in a real estate limited partnership which acquired a shopping center in San Antonio;
• represented a state-wide tax collection law firm in a merger with another tax collection firm located in a major metropolitan area in Texas;
• assisted and advised a client with respect to the split up of a large limited partnership into twelve separate bankruptcy remote partnerships in connection with the refinancing of mortgage debt;
• handled the restructuring of oil and gas producing properties into a limited partnership.

BANKING MATTERS

• represented a Dallas bank in secured loans to borrower to fund acquisitions of real estate;
• represented a large independent oil and gas producer in the renegotiation of its bank loans;
• represented a state bank in the issuance of subordinated debentures.

GENERAL BUSINESS MATTERS

• represented businesses and trade associations in legislative initiatives and court litigation in pursuit of outcomes that are important to their respective business objectives;
• advised and assisted franchisors in transactions involving the sale of franchises;
• represented a local reseller of international long distance services in the sale of its accounts receivable to a major institutional purchaser of accounts receivable;
• represented two individuals who started a private hedge fund and who have subsequently formed additional hedge funds which collectively hold investments of over $500 million;
• represented a privately held investment advisory group in connection with the reorganization of certain of the group's hedge funds;
• represented a shareholder who dissented from a cash-out merger, including initiating court litigation over the determination of the value of his shares;
• assisted and advised a client in connection with the formation of a non-profit corporation to be used to develop affordable housing, including the obtaining of specialized federal tax exempt status and state exempt status.

INTELLECTUAL PROPERTY

• advised and assisted a client in connection with the registration of a museum service mark on the Principal Register;
• advised and assisted several private business clients in connection with the preparation of service mark registration applications (intent-to-use, Section 1(b)) for both single and multiple service classes, including extensions of time to submit Statements of Use;
• advised and assisted a community college in connection with the preparation of registration applications (Section 1(a), in-use) for service marks;
• represented a private business in the successful opposition to a competitor's application for service mark registration;
• assisted and advised clients with respect to registration of copyrighted works, including software and "literary" (written) works;
• advised clients with respect to software development and maintenance agreements;
• counseled private and public entity clients (community college, school district, river authority) regarding copyright issues.