Corporate / Securities

Corporate / Securities

We have a broad range of experience in securities and related legal corporate matters. In the placement of public and private securities offerings, Doerner represents startup companies, Fortune 100 companies, joint ventures, Internet companies and international manufacturing distribution companies. Our clients include companies in Tulsa, Oklahoma City and throughout the state, as well as national companies that do business in Oklahoma. Our lawyers also assist with venture capital and private equity financing, and offer the full range of counseling necessary for Securities and Exchange Commission registration and compliance. Startup and Fortune 100 companies, family owned businesses and partnerships, developers and Indian tribes, public trusts and municipalities – all appreciate the immediate and long-term value Doerner lawyers add to their purchase, sale, financing and infrastructure transactions. Our corporate/securities lawyers are known by energy, manufacturing, banking, real estate, technology, aviation and other clients as experienced, service-driven, easy to do business with and focused on client goals to get deals done – timely, efficiently and cost-effectively. 

We take the time to master the details, are always available to answer questions, and staff each matter so that the lawyers’ experience aligns with the issues and opportunities.

A particular strength of Doerner is that in every transaction, we have the lawyers who know both the law and the business issues as they involve the Oklahoma economy. Because we don’t have to research and familiarize ourselves with unique local and regional concerns at a client’s expense, we add value on day-one, providing answers and innovative solutions as we hit the ground running. Doerner lawyers come to the firm and stay at the firm, so we share history with our business clients that is invaluable to them over time.  As we continue to develop knowledge and insights about our clients, we provide comprehensive, consistent advice that supports long-term relationships built on trust, shared goals and mutual understanding.

Doerner Recent Experience

  • Represented the parent company of a nationally recognized general contractor, with operations in multiple states, in the sale of the company to another nationally recognized contractor through a transaction that involved the coordination and segregation of diverse real estate holdings, operations and subsidiaries immediately prior to the closing.
  • Assisted an energy marketing company in negotiating and restructuring a new and increased $60 million line of secured debt, a transaction that included security interests and real estate mortgages in multiple states.
  • Counseled a national propane distributor in the sale of a piped system operation in the state of Florida to a local utility, which required identification of easements, private and public rights-of-way, and related storage facilities necessary to actually transfer the assets.
  • Represented a national propane marketer in the purchase of the assets of an operating propane company with associated real estate that required remediation of discovered environmental conditions.
  • Acted on behalf of the seller of an aircraft hangar facility and office building, a transaction that included a ground lease from an airport authority involving an assignment and amendment of the ground lease to a governmental educational entity.
  • Handled, for a Tulsa-based oil and gas company, its sale of an aggregate of $220 million of leasehold interests and minerals to nationally recognized energy companies in three separate transactions over a period of 18 months.
  • Helped an Oklahoma City-based construction company sell its assets to another Oklahoma City-based construction company in a transaction valued in excess of $6 million.
  • Represented a Tulsa-based engineering company in (1) the owner’s purchase of a majority of LLC membership interests from a brand-name energy company in a transaction valued in excess of $6 million, (2) the company’s sale, design and construction of an oil and gas-related facility to a Middle Eastern country in a transaction valued in excess of $75 million, and (3) the company’s bank financing transaction guaranteed by Ex-Im bank.
  • Prepared for an Austin-based software development company a private offering memorandum in connection with the company’s offer and sale of an aggregate of $4 million in LLC membership interests to investors.
  • Served as counsel to an Oklahoma grocery store chain in its acquisition of a company through a forward triangular merger, which combined with a related employee stock ownership plan and corporate transactions, was valued in excess of $8 million.
  • Prepared for a Tulsa-based oil and gas company a private offering memorandum in connection with the company’s offer and sale of an aggregate of $6 million in LLC membership interests to investors in two separate drilling funds.
  • Advised an international non-profit professional organization on zoning, construction, development and financing issues related to its new international headquarters building.
  • Worked with a national retail developer of the first retail power center in Tulsa to help the client obtain Tax Increment Financing (an economic development incentive) that was the largest TIF amount awarded in Tulsa history.
  • Represented a major retail cell phone company in its lease and acquisition of hundreds of properties across the U.S.
  • Acted on behalf of a Tulsa technology and manufacturing company in the negotiation, drafting and execution of a complex software and intellectual property license agreement and stock acquisition.

Top Areas of Focus

  • Counsel to targets and acquirers in a variety of public and private company mergers and acquisitions, including advice on benefits, intellectual property, environmental, labor/employment and other issues that arise in structuring, negotiating and completing complex business combination transactions.
  • Counsel to family businesses in every stage of their life cycles, from incorporation, dynamic growth, acquisitions and dispositions, to helping them achieve personal and professional goals via their successful exit strategies – sale, transfer of assets, philanthropy and more.
  • Representation of selling shareholders and borrowers in leveraged Employee Stock Ownership Plan (ESOP) transactions.
  • Assistance to municipalities, municipal authorities and other public trusts in bond issues and related borrowing transactions.
  • Guidance to business clients in the formation and financing of all forms of businesses, including incorporation, limited liability companies, general and limited partnerships and joint ventures.
  • Advice on antitrust issues arising under the Sherman Act and other statutes in joint ventures, collaboration agreements, mergers and acquisitions.
  • Tax advice on a full range of transactions involving corporations, subchapter S corporations, partnerships and limited liability companies.

Case Study:  Building a $75 Million Facility in Iraq

  • Opportunity:  Our client, a Tulsa engineering and manufacturing company, had an opportunity to design, finance, manufacture and install a sulfur purification plant in Iraq.  This required that we negotiate a design-build contract with an Iraqi buyer, a subcontract with a Jordanian contractor and a financing arrangement guaranteed by Export-Import Bank of the United States on behalf of our client.
  • Solution:  We negotiated and prepared the prime contract and the installation subcontract, remaining sensitive to the needs and preferences of the differences in customs and culture of our client, the buyer, and the subcontractor.  Doerner also assisted the client in all aspects of negotiating the financing transaction, which included securing a guarantee by the Ex-Im Bank and a letter of credit issued by the Trade Bank of Iraq. 
  • Result:  The client’s loan was approved by Ex-Im Bank and funded by the lender, and the client has begun work on the project.

Case Study:  Managing a Complex Energy Property Sale

  • Opportunity:  Our client, a century-old, family-owned oil and gas company, held substantial mineral and leasehold interests in the Marcellus Shale in Pennsylvania. The company had an opportunity to sell oil and gas assets to the highest bidder in separate transactions.
  • Solution:  Doerner lawyers quickly drafted and negotiated the asset purchase agreements in a way that met our client’s needs and best interests.  We reviewed all assets to make determinations regarding Hart-Scott-Rodino applicability, and oversaw the distribution of proceeds and winding up of the business.
  • Result:   During a period of 18 months, we successfully represented the client in its sale of an aggregate of $220 million of leasehold interests and minerals to nationally recognized energy companies in three separate transactions.

Case Study:  Combining Simple Solutions and Complete Protection

  • Opportunity:  Our new client had a business model to acquire small companies that had relatively inexperienced owners who were frustrated by prior counsel’s complex acquisition agreement. Coming to agreeable terms and closing the transactions took too long and cost too much, yet our client still needed full documentation and protection.
  • Solution:  Our lawyers met with the client to assess the risks and liabilities if purchases were completed using shorter contracts with much-simplified language.  Equally important, we took an early role in the acquisition process to identify and prevent potential problems, and offer practical solutions in ways that both the buyer and seller could understand and accept.
  • Result: Through this process our client grew – in 20 years – from a small company to become a nationally recognized leader in its field, through more than 180 acquisitions, a public offering and successful exit strategy for the owners.

Take Action

Whether a regulatory concern, financing, merger or sale, your next transaction could be the most important your company or organization ever undertakes. If you are looking for a better result at a reasonable cost, we will work with you to understand your business goals and expectations, steer clear of obstacles and provide solutions. You can trust Doerner to be highly responsive, efficient and easy to work with.

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Key Contacts

P: 918.591.5228
F: 918.925.5228
Senior Partner
P: 918.591.5207
F: 918.925.5207

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Justin B. Munn

Justin B. Munn

Justin represents clients throughout Oklahoma in family law, civil litigation, guardianships, adoptions, estate planning, trust and probate matters. 

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