Current Employment Position(s)

Counsel

Lawyer Overview

Seth Freedman's primary area of practice is private company merger and acquisition transactions, representing both U.S. and foreign buyers and U.S. sellers. Mr. Freedman also works on public company merger and acquisition transactions, public company corporate reorganizations, general corporate matters, joint venture transactions including both entity structure and documenting agreements between venturers and the entity, preparation of shareholder agreements, general and limited partnership agreements and limited liability company agreements, real estate purchase and sale transactions, and a broad variety of contractual relationships entered into by businesses.

Mr. Freedman has represented companies in a variety of industries, including: manufacturing, distribution, real estate development, banking, restaurants, retailing, public storage, software development, and taxicab and other public transportation services.

Mr. Freedman has extensive experience in analyzing and structuring legal relationships typically seen in a business, a skill set particularly useful in merger and acquisition transactions.

Transactions in which Mr. Freedman has been involved include:

• Represented various buyers and sellers in connection with both purchases and sales of taxicab companies and other companies providing transportation services to the public. Mr. Freedman has handled more than twenty-five separate transactions in this area.
• U.S. counsel representation of a multinational foreign entity in connection with the sale of the stock of a U.S. subsidiary engaged in software development.
• Represented the buyer of a building products manufacturer. The transaction was structured as a purchase of interests in a limited liability company, coupled with the buyer providing financing to the company. The proceeds of the sale of interests and the financing were used to redeem the seller's interests in the company.
• Represented one venturer in formation of a limited liability company to engage in a new line of business. The representation included negotiation and documentation of a limited liability company agreement, a real property lease between an affiliate of one venturer and the company, an agreement providing vehicles and operating services between one venturer and the company, and a services agreement between one venturer and the company.
• Representation of a public company in an acquisition by merger of a company that owned producing mineral properties.
• Representation of a public company in the sale of stock of a subsidiary that owned producing mineral properties.
• Two separate holding company reorganization transactions whereby, without obtaining shareholder approval, public companies were able to merger into wholly owned subsidiaries in order to move assets and operations from the publicly held companies down to the subsidiaries.
• Represented a seller in the sale of franchise agreements and other assets held by a company operating 20 plus franchise restaurant locations.
• Represented a multinational foreign buyer in connection with the acquisition of a company engaged in manufacture of aerospace products. Among other requirements, the transaction required federal approval of a foreign buyer acquiring control of a U.S. entity.
• Represented a multinational buyer in two separate transactions, each involving the acquisition of interests in chemical distribution businesses. In each transaction an initial minority interest was acquired, together with options to acquire the remaining interests. In addition to the acquisition agreement, it was necessary to negotiate and document a corporate governance structure which accounted for the varying rights of the parties as the options were exercised and the relative percentage ownership shifted.
• Represented the buyer of all outstanding interests in a limited liability company which through subsidiary entities provides management, operations and maintenance for companies providing water and wastewater services.
• Represented a joint venture composed of a U.S. entity and a foreign entity in the acquisition of the assets of a manufacturing business. The acquired business was operated as a division of a large corporation, and not as a separately existing corporate subsidiary.
• U.S. counsel representation of a multinational foreign entity in connection with the purchase of the assets of an entity engaged in the business of providing computer-based training programs.
• Represented a buyer in the purchase of stock of a company which owned a recreational vehicle dealership, and the separate purchase of the real property on which the dealership was located.
• Assisted in creating a management structure for a publicly held limited partnership which both provides incentives for management to expand the business and allows an affiliate of the general partner to enter into transactions with the partnership on terms that are favorable to the affiliate and the partnership.

Mr. Freedman is a member of the American Bar Association (Business Law Section, Negotiated Acquisition Committee), State Bar of Texas (Business Section) and the Houston Bar Association (Corporate Counsel Section). He has been active and held leadership roles in various civic and community organizations, including the Jewish Federation of Greater Houston, the Houston Jewish Community Center and Congregation Emanu El.

Areas of Practice

• Real Estate Transactions
• Business: Real Estate
• Real Estate: Transactions

Bar Admissions

• Texas, 1976

Professional Associations and Memberships

• American Bar Association, (Member, (Business Law Section, Negotiated Acquisition Committee))
• State Bar of Texas (Member, Business Section)
• Houston Bar Association (Member, Corporate Counsel Section)
• Jewish Federation of Greater Houston
• Houston Jewish Community Center
• Congregation Emanu El

Education

• The University of Texas School of Law, Austin, Texas, 1976
  J.D.
  Honors: With Honors
• Lawrence University, 1971
  B.A.

Published Works

• Understanding Stages Key to Orderly Sale, Houston Business Journal, July 25, 2008

Address

1000 Louisiana
Suite 2000
Houston, TX 77002-5009

Phones

(713) 646-1336

Faxes

(713) 751-1717

Emails

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Websites

http://www.bakerlaw.com