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:
- Publicly-traded Japanese chemical manufacturer Kaneka Corporation turns to Ohashi & Horn LLP when it requires advice regarding forming new U.S. subsidiaries or restructuring existing entities. Working closely with Kaneka’s executives based in Houston, New York, and Tokyo, Ohashi & Horn LLP’s attorneys structure and form U.S. subsidiaries for Kaneka, as well as groom its existing U.S. corporate group.
- When certain U.S. subsidiaries of Hitachi Ltd., a publicly-traded corporate group that employs over 365,000 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.
- Crest Industries, LLC, a company with diverse operations and interests in the electric utility, electrical contractor and forestry industries, turned to Ohashi & Horn LLP founding partner Jeff Horn to reorganize more than a dozen of its corporate entities. Jeff 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.
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:
- In seeking to expand it U.S. consulting arm, a subsidiary of Hitachi Ltd. turned to Ohashi & Horn LLP. The firm’s attorneys worked closely with Hitachi executives in Dallas and Tokyo in structuring and negotiating the critical aspects of the acquisition of over 500 partners and employees of Arthur Andersen.
- Brandon Freeman, founder of private investment firm Freeman Group, sought the assistance of Ohashi & Horn LLP founding partner Jeff Horn in acquiring certain assets of LayerOne, Inc. Jeff assisted Brandon in forming LayerOne Holdings, Inc. as the acquisition vehicle and in negotiating and structuring certain key aspects of the transaction. Ohashi & Horn LLP subsequently represented LayerOne Holdings Inc. in connection with all of its legal needs, including several corporate transactions. This representation culminated with the LayerOne Holding Inc.’s acquisition by Florida-based Switch & Data Facilities Co. Inc. The transaction generated a return on investment in excess of 500 percent and was named the Best Corporate Turnaround for 2005 by the Dallas Business Journal. The Dallas Business Journal also named Brandon Freeman to its Forty under 40 list of leading entrepreneurs in Dallas.
- When Matsuya, 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 Matsuya’s executives through all phases of the acquisition and several post-closing matters.
- Publicly-traded Japanese corporation Yamatake, a leader in industrial automation, factory automation and building automation, looked to Ohashi & Horn LLP for advice regarding selling its Houston commercial valve 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.
- When Dallas-based hedge fund Hayman Capital requires corporate counsel related to acquisitions, it turns to Ohashi & Horn LLP. Most recently the firm provided counsel regarding investments in an ethanol plant and medical device company.
- Celebrity chef Dean Fearing turned to Ohashi & Horn LLP in launching his restaurant in the Ritz Carlton under construction in Dallas. The firm’s attorneys assisted him in structuring, negotiating and drafting all of the transaction documents related to his partnership with Crescent Real Estate Equities Company.
- When the wives of celebrity chefs Dean Fearing and Ken Rathbun decided to launch the new Asian fusion sensation “Shinsei,” they turned to Ohashi and Horn, LLP for representation. The firm guided them through the formation of the legal entities involved in the venture, as well as matters related to their partnership and relationship with investors.
- Freeman Group founder Brandon Freeman engaged Ohashi & Horn LLP founding partner Jeff Horn to assist him in attempting to acquire the assets of Data Return, formerly a publicly-traded company with a multi-billion dollar market cap. Jeff assisted Brandon in drafting and structuring the acquisition agreement that solidified Freeman Group’s role as the stalking horse. Brandon and Jeff then traveled to Boston where they participated in the bankruptcy auction that lasted nearly 24 hours. Competing with some of the largest private equity groups represented by some of the largest law firms, Brandon led the bidding until the final hour of the auction. Brandon and Jeff subsequently negotiated a substantial break-up fee for Freeman Group.
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 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.
Some of the firm’s engagements related to commercial agreements include the following:
- Seiko turned to Ohashi & Horn LLP to draft complex distributorship agreements involving properties and characters licensed from Disney, Barbie, Harry Potter and Alessi.
- Artificial bait manufacturer Gary Yamamoto turned to Ohashi & Horn LLP for advice in structuring commercial agreements to document its relationship with Microsoft Japan.
- The U.S. subsidiary of a Japanese manufacturing company turned to Ohashi & Horn LLP for advice in structuring a contract related to replacement parts for Epson printers.
- When Sumisho Computer Systems (USA) Inc. needs assistance in negotiating and structuring master service agreements, service orders, terms and conditions, and other commercial agreements, it turns to Ohashi & Horn LLP.
- When UFC fighter and 5 time world mixed martial arts champion Guy Mezger needs advice regarding the transaction documents associated with new marketing and merchandising ventures and martial arts events, he turns to Ohashi & Horn LLP founding partner Jeff Horn.
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.
- After a minority stockholder of the U.S. consulting arm of Hitachi Ltd., a publicly-traded corporate group with over 365,000 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.
- When a minority shareholder and director of Odin TeleSystems Inc., 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 founding partner Jeff Horn. Jeff squared off against the dissident shareholder at half a dozen heated corporate meetings, which eventually resulted in the restoration of order.
- After Crest Natural Resources, LLC 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. Crest turned to Ohashi & Horn LLP to defend it 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 Crest—the defendants dismissed all of their claims on the eve of trial without Crest paying any type of settlement.
- 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.
- When investors in a telecom venture sought to terminate the employment contracts of the venture's founders, Ohashi & Horn LLP founder Jeff Horn stepped in. He 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. He then squared off against the attorneys for the investors in tense negotiations that lasted throughout the night. Ultimately he negotiated a generous severance package for one of the founders and assisted the other in solidifying his position with the corporation.