SERVICES
CORPORATE LAW
Ohashi & Horn LLP’s business law practice represents clients ranging from entrepreneurs and start-up ventures, small and mid-size businesses, hedge funds and investment bankers, to global publicly-traded corporations.
Corporate Formation and Reorganizations
Our attorneys have formed hundreds of corporations, limited partnerships, and limited liability companies. They have particular expertise in assisting clients select the correct legal entity for their ventures taking into account their unique tax, operational and legal challenges. They also have extensive experience assisting clients with reorganizing their existing corporate structures when they no longer fit their needs.
Some of Ohashi & Horn LLP’s recent engagements related to corporate formation and reorganizations include the following:
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Publicly-traded Japanese chemical manufacturer turns to Ohashi & Horn LLP when it requires advice regarding forming new U.S. subsidiaries or restructuring existing entities. Working closely with the client’s executives based in Houston, New York, and Tokyo, Ohashi & Horn LLP’s attorneys structure and form U.S. subsidiaries for the client, as well as groom its existing U.S. corporate group.
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When certain U.S. subsidiaries of a publicly-traded Japanese corporate group that employs over 400,000 employees worldwide, decided to reorganize their operations and holding, they turned to Ohashi & Horn LLP. Ohashi & Horn LLP’s attorneys devised a new structure that simplifies accounting, tax reporting, and corporate formalities, as well as facilitating more interaction between the managers of several divisions to allow them to better leverage the diverse assets of the corporate group.
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A U.S. company with diverse operations and interests in the electric utility, electrical contractor and forestry industries turned to Ohashi & Horn LLP to reorganize more than a dozen of its corporate entities. Ohashi & Horn LLP’s attorneys structured and oversaw a comprehensive reorganization of the entire corporate group, resulting in substantial tax savings, simpler accounting and tax reporting, fewer corporate formalities and simplified operational control.
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A major Japanese pharmaceutical company engaged Ohashi & Horn LLP to advise it in the reorganization of its U.S. operations. Ohashi & Horn LLP reviewed corporate issues and worked with the client’s tax and financial advisors to complete the reorganization in a transaction intended to qualify as a tax-free reorganization.
Corporate Transactions
Ohashi & Horn LLP's attorneys have negotiated, structured, documented and closed virtually every type of commercial transaction including mergers, acquisitions, reorganizations, recapitalizations, divestitures, consolidations, strategic alliances and joint ventures, financing arrangements, and dissolutions. These transactions have involved assets and securities with a collective value of more than $3 billion.
Some of the recent corporate transactions Ohashi & Horn LLP’s attorneys have been involved in include the following:
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In seeking to expand its U.S. consulting arm, a subsidiary of a publicly-traded Japanese corporate group turned to Ohashi & Horn LLP. The firm’s attorneys worked closely with client executives in Dallas and Tokyo in structuring and negotiating the critical aspects of the acquisition of over 500 partners and employees of an unaffiliated U.S. consulting company.
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A private U.S. investment firm sought the assistance of Ohashi & Horn LLP in acquiring certain assets of a telecommunication company. Ohashi & Horn LLP assisted the client in forming an entity as the acquisition vehicle and in negotiating and structuring certain key aspects of the transaction. Ohashi & Horn LLP subsequently represented new entity in connection with all of its legal needs, including several corporate transactions. This representation culminated with the new entity’s acquisition by a Florida-based company. The transaction generated a return on investment in excess of 500 percent and was named the Best Corporate Turnaround by the Dallas Business Journal.
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When a publicly-traded Japanese corporation with over 560 restaurants throughout Japan sought to enter the U.S. market, it engaged Ohashi & Horn LLP to negotiate, structure, and draft the transaction documents for and close its acquisition of six New York City restaurants and a Queens food-preparation facility. The firm’s attorneys guided the client’s executives through all phases of the acquisition and several post-closing matters.
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A publicly-traded Japanese corporation that is a leader in industrial automation, factory automation and building automation looked to Ohashi & Horn LLP for advice regarding selling its Houston business division. The firm negotiated and structured all aspects of the divestiture with the U.S. acquirer and closed the transaction. When the acquirer subsequently refused to make certain additional payments required by the transaction documents, Ohashi & Horn LLP filed suit and forced payment.
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When a major Japanese medical equipment supplier wanted to sell its ultrasonic surgical device division, it contacted Ohashi & Horn LLP. Ohashi & horn LLP attorneys assisted the client in selling its division to a publicly-traded U.S. medical technology company. The U.S./Japan cross-border transaction presented a myriad of complex international business and law issues. Ohashi & Horn LLP provided a range of services far beyond those provided by traditional law firms including building a team of experts to value the transaction; developing and formulating the acquisition strategy; identifying, screening and initiating discussions with potential purchasers; structuring and negotiating transaction terms; negotiating and drafting all transaction and other required legal documentation; negotiating relationships with distributors, vendors, licensing partners and other counterparties in the U.S., Japan, and various other countries around the globe; dealing with government agencies and licensure issues in the U.S., Japan, China, and Korea; and closing the transaction.
Commercial Agreements
Ohashi & Horn LLP’s attorneys have drafted every conceivable type of commercial agreement. They have a unique ability to distill the important terms and conditions of clients’ broad business concepts into clear and concise contracts that address critical legal issues. They possess extensive experience drafting service agreements, license agreements, joint venture and strategic alliance agreements, employment agreements, consulting agreements, nondisclosure, non-circumvention, and non-competition agreements, distribution and supply agreements, shareholder agreements, term sheets and memoranda of understanding, merger agreements, and asset purchase agreements.
Corporate Law and Governance
Ohashi & Horn LLP’s attorneys have extensive experience related to corporate governance and the rights and duties of officers, directors and stockholders, corporate record keeping, and preserving the attorney-client privilege and confidentiality in the corporate context. Ohashi & Horn LLP can assist clients in drafting written consents in lieu of meetings of the Board of Directors or shareholders, drafting amendments to Bylaws, as well as drafting separate and supplemental policies such as Rules of the Board of Directors, etc.
Some of the recent corporate law and governance matters Ohashi & Horn LLP’s attorneys have handled include the following:
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After a minority stockholder of the U.S. consulting arm of a publicly-traded Japanese corporate group with over 400,000 employees worldwide began disrupting stockholders meetings and threatening litigation, Ohashi & Horn LLP was called to solve the problem. After a series of negotiations, the firm's attorneys negotiated a buyout of the minority owner's stock at an extremely favorable price. Costly and wasteful litigation was avoided.
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When a minority shareholder and director of a Texas-based technology company specializing in test equipment for the telecom industry sought to disrupt the company’s corporate governance, it turned to Ohashi & Horn LLP. Ohashi & Horn LLP attorneys squared off against the dissident shareholder at half a dozen heated corporate meetings, which eventually resulted in the restoration of order.
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After a Louisiana-based company acquired a closely-held timber holding company via a merger transaction, several minority shareholders of the acquired company brought suit seeking to invalidate the transaction citing several alleged violations of their rights as minority shareholders. Ohashi & Horn LLP defended the client in the more than five resulting litigation matters. The firm’s expertise in corporate governance matters combined with relentless pressure and preparation resulted in a complete victory for the client—the defendants dismissed all of their claims on the eve of trial without the client paying any type of settlement.
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When a group of investors in an Internet venture sought to remove a rogue management team, they turned to Ohashi & Horn LLP for advice. The firm’s lawyers successfully prosecuted litigation against the management team and diffused other tactics used by them in an attempt to maintain control of the corporation. They oversaw their removal from the Board of Directors and as corporate officers, and from the corporation’s offices. Thereafter, the firm assisted the investors in ascertaining the state of affairs within the corporation and salvaging its assets and operations.
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When investors in a telecom venture sought to terminate the employment contracts of the venture's founders, Ohashi & Horn LLP stepped in. The firm assisted the founders in foiling an illegal attempt to seize their personal files and records from the company’s offices in the middle of the night and removed armed investigators who illegally entered the company’s premises. The firm then squared off against the attorneys for the investors in tense negotiations that lasted throughout the night. Ultimately the firm negotiated a generous severance package for one of the founders and assisted the other in solidifying his position with the corporation.