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The Law Offices of Alan Abergel, P.C. (“LOAA”) represents businesses, entrepreneurs, and investors in mergers, conversions, interest exchanges, and other fundamental business transactions under Texas and California law.
Attorney Alan Abergel is licensed by both the State Bar of Texas and the State Bar of California. LOAA also provides corporate, mergers and acquisitions, and securities law services in California.
Under the Texas Business Organizations Code (TBOC), a fundamental business transaction includes:
Mergers
Interest exchanges
Conversions
Sales of all or substantially all of an entity’s assets
These transactions can significantly affect ownership, governance, tax treatment, and regulatory obligations of a business.
A merger under the TBOC generally involves:
The division of a domestic entity into two or more new entities, or into a surviving entity and one or more new entities; or
The combination of one or more domestic or foreign entities into one or more surviving entities, new entities, or both.
Texas law allows certain domestic and foreign entities to merge with Texas entities, subject to statutory requirements and entity-specific limitations.
Certain domestic and foreign entities are permitted to convert into or merge with Texas entities under the TBOC.
LOAA represents clients in:
Entity conversions (e.g., LLC to corporation, corporation to LLC)
Interest exchange transactions
Cross-border mergers involving Texas and foreign entities
These transactions often involve corporate governance, tax planning, securities law, and regulatory compliance considerations.
LOAA provides legal services for mergers, conversions, and corporate restructuring transactions, including:
Mergers of domestic and foreign entities with Texas companies
Conversions of domestic and foreign entities into Texas entities
Formation of Texas business entities, including LLCs, corporations, limited partnerships, professional corporations, and PLLCs
Registration of foreign (out-of-state) companies to do business in Texas
Interest exchange transactions
Asset sale and equity sale transactions
Drafting plans of merger, conversion, and exchange
Corporate resolutions and shareholder/member approvals
Filing certificates of merger and conversion with Texas and foreign government agencies
Complex and short-form mergers and acquisitions transactions
Securities law issues related to corporate transactions
LOAA assists businesses with:
Formation of Texas entities
Corporate governance documentation
Foreign qualification of out-of-state entities in Texas
Organizational restructuring in connection with M&A transactions
Mergers, conversions, and equity transactions may involve securities law compliance issues, including:
Issuance of equity interests in mergers and exchanges
Securities exemptions and disclosure obligations
LOAA advises clients on transactional securities compliance issues related to corporate restructuring and M&A.
LOAA works closely with business owners, investors, and corporate counsel to:
Structure mergers and conversions for tax and regulatory efficiency
Develop transaction strategies
Draft transactional documentation
Coordinate filings and closing requirements
LOAA provides transactional, corporate governance, and securities compliance legal services related to mergers, conversions, and corporate restructuring.
“I engaged Alan to help me through the complexities of obtaining my Lenders License. He was very knowledgeable about the process and provided me with a high level of service. I worked quickly getting him all the information needed and he worked at my pace. He was responsive to e-mails and questions and followed up with the DFPI to make sure everything was filed correctly. I had read online that this process could take as long as 6 months however Alan completed the assignment in less than 3 I will be retaining his services in the future to ensure my company remains in compliance."
--Petroleum Realty Group Inc.
"I hired Alan to represent me as a mortgage broker before the California Department of Real Estate. I couldn't be more pleased with Alan's services from start to finish. Alan was clear and concise. Alan's communication throughout the process was professional. I received the results I hoped for. Thank you Alan. I'll definitely recommend you to ALL and use your services again in the future shall I need anything!"
-Anonymous
"Very helpful in assisting in obtaining an OCCC Texas Motor Vehicle Sales Finance License. Very knowledgeable in answering all questions the OCCC asked for on their questionnaire. Highly recommended and would re-hire for any future assistance regarding motor vehicle and finance business. God Bless!"
-Raul
