Archives: Practice Areas

Significantly, our employment law advice is anchored in the business context and this approach is applied to every facet of our practice, including the following:

Counseling on all aspects of the employment relationship

• Recruitment and hiring
• Preparation of full range of employment agreements
• Preparation of employment policies/procedures
• Exempt/non-exempt FLSA classification
• Avoiding and reducing wage and hour liability
• Internal compliance audits
• Intellectual property and trade secret protection
• Employee mobility and restrictive covenants
• Workplace violence
• Privacy issues
• Individual terminations
• Reductions in force and WARN compliance
• Independent contractor classification

Training and Investigations

• Harassment and discrimination prevention training
• Managing within the law training
• Internal harassment and discrimination complaints and investigations
• Governmental audits investigation
• Whistleblower complaints
• Other internal investigations (e.g., retaliation, theft)

Litigation

• Covenants not to compete and employee mobility cases
• Individual discrimination cases
• Individual contract cases
• FLSA collective actions
• Class actions
• Government-initiated litigation in courts or administrative forums

Mergers & Acquisitions/IPOs

• Pre-merger strategy for integration
• Diligence review/ Liability assessment
• Employment agreements
• Non-compete and other restrictive covenants
• Intellectual property issues
• Post-merger integration services
• Preparing target company for sale or public offering

General and Transactional Healthcare Regulatory Advice:

• Guiding clients in compliance with federal Stark, and federal and state Anti-Kickback, and False Claims Act laws and regulations.
• Advising clients on compliance with health privacy and security laws including HIPAA and its state law counterparts.
• Drafting policies and procedures relating to numerous operational aspects of the health industry, including without limitation, telemedicine, recordkeeping, informed consent, adverse event tracking and disclosure, and electronic medical records management.
• Assisting in the wind-down of health facilities, including change of ownership and licenses and disposition of assets.
• Assisting clients with health care financing transactions involving Medicare and Medicaid payments.
• Representing all disciplines of health care providers before professional licensing boards, including Pharmacy Boards, Medical Boards, Nursing Boards, Boards of Chiropractic Examiners, and state Departments of Health Services.
• Obtain variances for clients from regulatory requirements that interfere with business opportunities.

Health Facilities and Healthcare Systems:

• Advising on health facility start-up, including the preparation and review of governance documents, bylaws, license applications, policies and procedures, privileging and credentialing criteria, and other operational requirements.
• Preparing root cause analyses and reporting adverse events.
• Advising Medical Executive Committees on provider disciplinary and peer review matters.
• Advising clients regarding conditions of participation in Medicare and Medicaid programs.
• Counseling client through internal investigation of potential billing fraud.
• Advise on regulatory aspects of court-appointed receivers.

Reimbursement and Payment:

• Defending clients in qui tam challenges to drug pricing and reporting.
• Representing hospitals, behavioral health providers, and pharmacy chains in administrative and federal appellate challenges to Medicare (Parts A, C, and D) and state Medicaid reimbursement.
• Advising Pharmacies and Pharmacy Benefits Management companies on a range of issues, including state licensure requirements, network size and access, drug pricing, and service contracts.
• Advising drug manufacturers on rebate and discount compliance, reporting, and management.
• Drafting, revising, and advising on network participation agreements for pharmacy chains with commercial, Part D, and Medicaid plans.
• Training manufacturer leadership on compliant contracting and network management for launch of specialty oncology drug.
• Assisting clients (manufacturers, pharmacies, PBMS, and call centers) on HUB development and management of specialty drug adherence programs.

Pharmacy Practice and Compliance:

• Negotiating contracts for the marketing, sale, and ongoing monitoring of specialty drugs.
• Serving as National Coordinating Counsel to large pharmacy chain on Board of Pharmacy regulatory and enforcement issues.
• Identifying market opportunities for a large pharmacy chain with respect to its PBM and Medicare Part D agreements.
• Providing legal support in the development of a national pharmacy prescription data management and e-prescribing system.
• Advising national pharmacy chains on DEA and state-specific restrictions on the sale of controlled substances.
• Assisting manufacturers and specialty pharmacies on compliance with federally-mandated REMS programs.
• Advise compounding pharmacies on anticipatory compounds and office-based administration issues.
• Advising retailers on acceptable promotional practices for pharmacy sales.
• Advising on complex multistate pharmacy operational matters to comply with non-resident pharmacy laws.
• Developing processes for central fill and shared services pharmacy practice.

Drug and Device Marketing and Distribution Compliance:

• Counseling medical device and mobile medical application developers on registration, listing, and 510K clearance.
• Advising clients on manufacturing policies, procedures and processes to achieve compliance with cGMPs, as well as drafting and reviewing quality agreements on behalf of manufacturers and contract manufacturers.
• Assisting manufacturers with FDA inspections and responding to FDA Form 483 observations.
• Advising manufacturers and repackagers on state licensure and labeling requirements.
• Training drug marketing representatives and management on compliance with the PhRMA Code of Ethics, FDA, and state law restraints on promotion.
• Drafting and revising manufacturer marketing policies and procedures.
• Reviewing marketing claims against regulatory standards to ensure product is appropriately categorized as a nutriceutical vs. a drug.
• Advising clients on state and federal law warning label requirements.
• Advising clients on state distribution and registration requirements, including pedigree compliance for non-routine distribution channels.
• Consulting on distribution and rebate agreements.
• Assisting wholesalers with FDA and state law inspections and responding to FDA Form 483 observations.
• Advising wholesalers on state licensure requirements.
• Defending prescription drug wholesaler in DEA investigation of product security and inventory controls.

Patents

We prepare and prosecute U.S. and foreign patent applications and routinely counsel our clients on patent-related issues and strategies. Among other technology areas, we prosecute patents related to:

• Software applications
• Wireless applications
• Wireless content development systems
• Medical systems and devices
• Content searching algorithms and systems
• Compression-decompression algorithms
• Applications and web-based business systems
• Consumer products

We are experienced in handling complex bankruptcy litigation including avoidance actions, lift stay proceedings, exceptions to discharge, use of cash collateral, assumption and rejection of executory contracts and unexpired leases, valuation proceedings, preference defense and fraudulent transfer actions, and debtor-in-possession financings.

We also represent businesses as debtors-in-possession as they reorganize through the Chapter 11 bankruptcy process, and we are experienced in preparing, defending, and challenging disclosure statements, plans of reorganization, and sales of assets under section 363 of the Bankruptcy Code.

Tax Planning and Structuring

Our tax planning attorneys focus on federal, state and international taxation of corporations, partnerships, and high-income individuals.

We provide a wide range of tax planning services, including:

• Forming, structuring, and restructuring corporations, partnerships, limited liability companies, and all other types of business organizations
• Executive compensation and stock option plans
• Taxable and tax-free mergers, acquisitions, and spin-offs
• Real estate development, investments, sales, and like-kind exchanges
• Financings and workouts
• Tax credit transactions such as the rehabilitation tax credit and low-income housing tax credit
• Inbound and outbound international transactions, international operations, and international employees
• International transfer pricing
• State franchise, income, sales, and use taxes

Estate Planning

Our attorneys’ expertise covers the spectrum from basic wills, trusts, powers of attorney and beneficiary designations, and estate and trust administration, to estate and gift tax planning and succession planning for high net worth individuals and family groups.

We have the experience necessary to plan and implement sophisticated estate planning strategies, such as installment sales, grantor trusts, qualified personal residence trusts, GRATs, family limited partnerships, charitable remainder trusts, and charitable lead trusts. We also advise clients on life insurance planning, including the use of life insurance trusts, private placement insurance, and premium payment arrangements such as split-dollar and premium financing.

Tax-Exempt Organizations

We handle a range of matters involving tax-exempt organizations. We assist individual clients in the formation of private foundations and can assist in obtaining tax-exempt status. Our attorneys enjoy working with many public charities on formation, qualification, and obtaining tax-exempt status. On an on-going basis, we are available to advise non-profits on the complex organizational and operational restrictions imposed on exempt organizations by the tax system, and the corporate law system.

Charitable Giving

We counsel those who wish to make charitable donations on how to structure planned gifts, including the appropriate use of donor-advised funds, gift annuities, gift agreements, endowments, and various forms of charitable trusts.

Tax Controversy and Litigation

Our tax controversy attorneys focus on representing clients in income, estate and gift tax disputes before federal and state taxing authorities. We provide state and local tax controversy representation, including corporate income, franchise margins, sales/use, and property tax matters. Our attorneys’ have experience in a wide range of tax controversy services, including assisting during an audit, preparing the protest and negotiating with the IRS AppealsOffice, the Texas Comptroller, or other administrative appeals office. We handle property tax disputes from the appraisal review board process to filing and pursuing the tax matter in U.S. Tax Court, State district court, or other applicable court. Additionally, we represent taxpayers in appellate court.

We provide our clients with a variety of services including:

Loan Originations

We represent both the lenders and the borrowers in a variety of loan originations. Our attorneys determine the most effective options for our clients and provide counsel through the loan origination and structuring process.

Loan Workouts

Our attorneys provide clients with creative and efficient solutions to restructure debt and work to find solutions that achieve the client’s goals.

Loan Collections and Foreclosures

Our attorneys represent both the collectors and the borrowers in various kinds of loan collection and foreclosure situations from determining next steps to navigating bankruptcy.

Sales and Purchases of Loans and Loan Servicing

Our attorneys are involved in the negotiation both sales and purchases of various types of financial interests, including assignments, syndications, participations, assumptions and dispositions.

We have substantial experience working within the various federal and Texas environmental programs before the Texas Commission on Environmental Quality (“TCEQ”), the Railroad Commission of Texas (“RRC”), the Texas Public Utility Commission (“PUC”), the Environmental Protection Agency (“EPA”), and other federal, state, and local environmental and natural resources administrative agencies. Additionally, we work closely with our corporate and real estate attorneys and their clients on the environmental aspects of transactions.

We provide our clients a full spectrum of services including:

Regulatory Matters

We assist our clients on a wide range of environmental, oil and gas, and other regulatory matters. We provide general counseling on all manner of Texas industrial and commercial interests on general air, water, and waste environmental regulations and represent clients before TCEQ and EPA on the issuance, transfer and modification of Texas and federal air, water, and waste permits and other authorizations. We represent water and wastewater utility clients before the PUC on CCN and other utility matters. And, we represent various client interests in matters before the RRC. We represent clients in response to civil and criminal environmental enforcement actions brought by those agencies.

Our environmental regulatory attorneys’ experience includes a focus on solid and hazardous waste and contaminated properties. We regularly advise industrial and commercial clients on contaminated property cleanups, including cleanups under the TCEQ and RRC voluntary cleanup and other remediation programs. We represent clients in Federal and Texas Superfund cost recovery and contribution matters. We advise and counsel clients on Texas Solid Waste Disposal Act and federal Resource Conservation and Recovery Act matters, including waste determination and waste management issues.

Transactional Matters

Our attorneys have significant experience representing clients in the environmental aspects of acquisitions, divestitures and other transactional matters. We counsel clients in the identification and evaluation of potential environmental issues regarding the transaction. We initiate and manage environmental due diligence activities on the assets. Additionally, we participate in structuring, drafting, and negotiating the transaction to address potential or realized environmental issues associated with the transaction.  We also work with the federal, state and local agencies to ensure the proper transfer or other disposition of environmental permits and other authorizations and, as necessary, to address operational compliance or property contamination issues associated with the transaction.

Administrative and Court Proceedings

Our attorneys represent clients in administrative hearings before the various governmental agencies, including the TCEQ, the RRC and the PUC. Those administrative hearings typically relate to the issuance of an authorization to operate. Our attorneys represent applicants and protestants in these matters. We also represent clients on environmental issues in state and federal court proceedings, applying the support of DBC’s dedicated litigation attorneys when appropriate.

Transactional Matters and Project Development

Several of our attorneys act as the principal legal adviser to numerous companies and public entities concerning development and the design and construction process. In this capacity, our services include the review, drafting and negotiation of construction contracts, subcontracts, purchase orders, architect/engineer contracts, and construction management contracts. Our project experience includes domestic and international projects for public and private owners involving all methods of project delivery, including traditional design-bid-build, construction management, multi-prime, and design/build.

We also counsel clients on the issues that confront construction and business professionals on a daily basis.

Construction Disputes

Our primary focus is on the resolution of disputes through an analysis of the claim, along with the contractual dispute resolution procedures, and advising our clients on potential alternative dispute resolution procedures that may provide an economical way to resolve the dispute before engaging in the more expensive arbitration and litigation process.

Property Damage

We have extensive experience in the resolution of complex disputes involving property damage to commercial, institutional, industrial, manufacturing and high cost residential projects. Our attorneys’ experience includes foundation and other structural damage, roof/building envelope problems, defective materials and/or equipment, surface and subsurface water claims, paving and parking lot damage and other claims.

Delay and Equitable Adjustment Claims

We routinely assist owners, design professionals, contractors, subcontractors, and suppliers in the preparation, prosecution, and defense of claims for adjustment to the contract’s price and/or delivery schedule. Such claims have involved changes, delays and accelerations, differing site conditions, value engineering, construction defects, terminations, and virtually every other type of construction-related claim.

Personal Injury

DBC has represented numerous clients in connection with various claims involving personal injury or death arising out of design and/or construction defects. In addition, we have counseled clients during OSHA investigations and investigations conducted by insurance companies and risk managers.

Payment, Lien and Bond Claims

Our attorneys have extensive experience preparing, filing, prosecuting, and defending mechanics’ liens and surety bond claims as well as claims arising out of payment disputes.

Surveyor Claims

We have represented several surveyors in connection with allegations of negligence in the preparation of surveys.

Bid Protests

Our attorneys have represented public contractors and owners in connection with bid protests on public construction projects.

Administrative Law

We have advised numerous clients in connection with licensing and other matters involving various State of Texas and federal agencies, including the Texas Board of Architectural Examiners, Texas State Board of Registration for Professional Engineers, and Texas Board of Insurance.

Americans with Disabilities Act

Our attorneys have counseled clients regarding the ADA Accessibility Guidelines and its Texas counterpart, the Texas Accessibility Guidelines, and have handled numerous claims, involving building accessibility and compliance with the ADA.

Mergers and Acquisitions

Our attorneys handle merger and acquisition transactions involving the purchase and sale of businesses in many industries, and have deep and varied experience in the energy, technology and healthcare sectors. We represent both buyers and sellers in transactions large and small, ranging from platform acquisitions, strategic add-on acquisitions of business units by large companies, sales of closely held family businesses and large, multi-jurisdictional mergers involving both private and public companies. We guide clients through all phases of the process, from initially choosing whether to structure a deal as an asset sale, stock sale or merger and negotiating a term sheet, onward through due diligence and preparing disclosure materials and ultimately negotiating and closing the transaction. By working closely with DBC’s tax, intellectual property, employment, real estate, finance, bankruptcy and environmental specialists, our corporate attorneys ensure that our clients navigate the myriad legal issues inherent in M&A transactions in a cost-effective manner.

Securities, Private Equity and Venture Capital Financing

Our attorneys have a wide range of experience in advising companies and investors in connection with the procurement and deployment of capital for operational, growth and other purposes. We represent companies in all stages of growth, from startups to large, established companies, in connection with private securities offerings involving angel, venture capital and other private equity investors, including Seed, Series A and subsequent financings. In addition, private equity funds, venture capital funds and angel investors turn to DBC’s corporate attorneys for counsel in all areas of their business, including negotiating equity investments in target companies, fund formation, fund governance and employment issues. Our attorneys also assist with preparing filings with the Securities and Exchange Commission regarding private securities offerings.

Corporate Law and Governance

Our clients frequently call on our attorneys to advise senior management, boards of directors and board committees regarding corporate law, fiduciary duties and general corporate governance in a wide variety of contexts, including financings, change of control transactions, executive compensation and litigation. We have the depth and breadth of knowledge and experience to provide practical advice on these matters, taking into account the competing interests of shareholders, management, employees and other stakeholders. 

General Contract Matters

Our clients look to our corporate attorneys as their “go-to” source for timely, pragmatic advice regarding the day-to-day contracts that are critical to the success of a venture. We assist clients in negotiating master service agreements, contractor agreements, sales and supply agreements, licensing agreements, and other mission-critical agreements in a way that appropriately allocates risk and accurately reflects the realities of the parties’ business relationship.

Startup Formation and Advice

Our attorneys represent entrepreneurs and startups with respect to the initial organization and formation of a venture, providing guidance in the areas of choice of entity structure and governance, general risk reduction measures and operational matters. We also coordinate with DBC’s other practice groups to help early-stage companies deal with intellectual property, employment and other issues.

Examples of the ways in which we help protect and enforce our clients’ intellectual property rights include:

• Preparing and prosecuting patent, trademark and copyright applications.
• Assisting with regulatory and trademark issues.
• Searching, securing, and enforcing the protection of patents, trademarks and copyrights around the world.
• Defending patent, trademark, and copyright suits throughout the country.
• Representing clients in appeals before the Trademark Trial and Appeal Board and Patent Trial and Appeal Board and in the federal courts to obtain and enforce our clients’ intellectual property rights.

We assist clients with their intellectual property and technology needs in the U.S. and internationally through the following services:

Patents

We prepare and prosecute U.S. and foreign patent applications and routinely counsel our clients on patent-related issues and strategies. Among other technology areas, we prosecute patents related to:

• Software applications
• Wireless applications
• Wireless content development systems
• Medical systems and devices
• Content searching algorithms and systems
• Compression-decompression algorithms
• Applications and web-based business systems
• Consumer products

Trademarks

We are involved in all aspects of domestic and foreign trademark prosecution and enforcement. Our attorneys provide counsel on various matters including infringing domain names, meta-tags and spam, and worldwide prosecution of Web-based trademarks. We have experience in the preparation of trademark clearance opinions, domain name disputes under the UDRP, and we have argued a variety of proceedings before the Trademark Trial and Appeal Board.

Copyrights

We assist our clients determine whether their material is entitled to copyright protection and, if so, guide them in registration, licensing, and infringement issues.

Trade Secrets

Where applicable, we counsel our clients on protecting confidential information as trade secrets and advise them when other intellectual property laws offer greater advantages. We provide guidance to clients about how to keep valuable information out of the hands of competitors and how to protect it from employee theft or misappropriation.

We enjoy a history of success representing both plaintiffs and defendants in a wide variety of legal disputes involving:

• Securities
• Torts
• Real estate
• Business insurance coverage
• Contracts
• Creditor rights
• Corporations
• UCC matters
• Fiduciary duties
• Employment
• Director and officer liability
• Partnership Disputes
• Covenants-not-to-compete
• Oil and Gas Disputes
• Personal injury
• Construction
• Engineering
• Technology
• Trademark & Copyright
• Trade Secrets
• Anti-Trust
• Other areas of commercial litigation

Our attorneys have 100+ years of combined experience prosecuting and defending complex commercial cases involving clients across a broad spectrum, including construction, auto parts, engineering, technology, software, financial institutions, oil and gas, manufacturing, real estate development, water treatment, retail sales, truck leasing, service contracts, mining, recycling, and various service industries.

In addition to trials and appeals in federal and state courts, our attorneys arbitrate and mediate many of our clients’ disputes.