Business & Transactions

Welborn attorneys focus on problem-solving and thinking creatively for our clients and have experience with a broad range of entity types and industries with respect to corporate matters. We represent clients from start-ups to mature companies, handling a wide variety of corporate issues related to structuring, forming, and financing business entities. Welborn advises clients in defining the rights of business owners and planning and executing exit strategies.

Our experience includes serving as general counsel; financing arrangements involving commercial banks, private equity and venture capital; due diligence; mergers and acquisitions; and conversions. We frequently draft organizational documents for business entities, including LLC operating agreements and corporate articles of incorporation and bylaws, as well as requisite consents and resolutions.

REPRESENTATIVE TRANSACTIONS:

• Represented public company in $45 million private placement of common stock
• Represented public company in $500 million syndicated credit facility
• Represented insurance brokerage in $100 million merger of two privately held specialty insurance brokerages
• Assisted multi-national company in planning and executing corporate restructure of 7 subsidiaries
• Represented management team in $500 million partnership backed by private equity company
• Represented management team in connection with $150 million private equity investment
• Advised client with respect to formation and operation of outdoor clothing company
• Represented private company in “going public” transaction by way of a reverse merger with a public shell company
• Prepared various types of employment agreements and independent contractor agreements, including non-competition and non-solicitation agreements
• Advise employers on avoidance of wrongful discharge and discrimination claims and negotiating termination agreements
• Regularly drafts independent contractor agreements and other services agreements
• Advise boards of directors of both public and private companies with respect to audit committee, compensation committee and governance committee matters, including preparation of committee charters
• Advise private companies in connection with capital restructuring including conversion of debt to equity
• Advise boards of directors with respect to conflicts of interest including the preparation of corporate policies
• Represented an insurance brokerage in the spinoff of a specialty insurance line from a larger brokerage
• Represented professional corporation in equity sale involving several subsidiaries
• Advised startup with regard to formation and operation with ultimate goal of public-company acquisition

Welborn attorneys advise and represent clients in securities transactions, SEC filings, and other compliance matters. We assist our clients in connection with equity and debt offerings, act as counsel in private placements of securities (including those sold under Regulation D and Regulation S), and advise publicly traded companies on corporate governance, disclosure, reporting, and compliance obligations under both federal and state law.

Private Placements of Securities

Private placements are often the preferred method of raising funds for start-ups and are an effective way for many publicly traded issuers that need to raise capital when the public markets are not available or are too volatile. We represent issuers, private placement agents, and institutional investors in connection with private placements of common stock, preferred stock, limited liability company equity and many kinds of debt securities. Our attorneys also assist clients throughout the private financing process, including the preparation of offering documents, the filing of Form D, and blue sky compliance.

Representation of Public Companies

We assist our public company clients with disclosure and regulatory obligations under the Securities Exchange Act of 1934, the rules of the national securities exchanges and associations, and the requirements of the Sarbanes-Oxley Act, as well as other corporate governance rules.

Welborn attorneys work with our public company clients in the following areas:

• Reviewing Forms 10-K, 10-Q, and 8-K filings, proxy statements and information statements;
• Advice concerning trading of securities by company insiders and affiliates, Rule 144 compliance, and insider trading guidelines and restrictions;
• Compliance with Section 16 of the Securities Exchange Act of 1934; and
• Counseling on compliance with the Sarbanes-Oxley Act and other regulatory rules.

Representative Matters:

• Represented management team in $500 million DrillCo partnership backed by private equity company
• Represented management team in connection with $150 million private equity investment
• Represented issuer in connection with private placement memorandum and related documents to raise money for company to invest in oil and gas projects in the Permian Basin
• Represented issuer in connection with private placement memorandum and related documents to raise money for company to purchase, own and operate an oil and gas pipeline in Wyoming
• Prepared private placement memorandum for natural gas service company
• $144 million registered public offering of common stock by energy industry corporation
• $45 million private placement of common stock by public company

At Welborn, we have extensive experience working with clients on real estate transactions, property development, land use and zoning matters. This experience is enhanced by a team that is experienced in government negotiations and procedures. We represent both buyers and sellers in commercial real estate transactions, from small commercial leases to multi-state ranch property purchases, and large-scale property acquisition, development, and disposition. Welborn attorneys assist real estate developers and owners in a wide range of financing alternatives, 1031 like-kind exchanges, development agreements, construction contracts, and the structuring of various partnerships, joint ventures, corporations, and limited liability companies. Our real estate attorneys work closely with our litigation, estate planning, corporate, water, and environmental attorneys when representation of our clients requires expertise from other practice areas.

Welborn attorneys regularly work with local government land use officials and appear before county commissioners and city councils to resolve our clients’ land development issues. We work with consultants, land developers, mineral owners, and surface owners to reach creative and constructive solutions to the challenges associated with multiple land uses and compatible development. As a team we are actively involved in community affairs, and are knowledgeable and experienced in navigating complex regulatory and administrative procedures.

REPRESENTATIVE TRANSACTIONS:

• Acquisition of multi-family real estate properties located in Colorado, Oregon and Idaho
• Due diligence for acquisition of the historic Vermejo Park Ranch, a 590,823 acre ranch located in northern New Mexico and southern Colorado and negotiation of subsequent mineral development agreements on ranch property
• Represented Front Range developers in the acquisition, development, and disposition of real property and related improvements
• Represented client in purchase of land and water rights for an 80,000 acre Colorado ranch, negotiated timber management, water rights amendments, ranch management issues, and created conservation easement covering the property
• Assisted owners and developers with construction, development, and design-build agreements, including the AIA A102-2017, A104-2017, A141-2014, and related agreements
• Represented landlords and tenants regarding commercial, industrial, and retail leases
• Represented client in sale of 2,500 acre Garfield County (Colorado) ranch and mineral rights
• Represented clients in purchase of suburban, agricultural and mineral properties located in multiple Colorado counties and subsequent negotiation of mining royalties, oil and gas leases and land use issues
• Represented clients in purchase of recreational acreage in Jackson Hole, Wyoming, involving a like kind exchange and federal land transfer
• Represented real estate developer in negotiations with local governments and oil and gas operators for development of residential subdivisions in Adams and Weld Counties, Colorado
• Represented entities in the aggregate business regarding the purchase, sale, and leasing of land for mining activities
• Represents a Non-Profit Developer in the business formation, financing and other matters related to Low Income Housing Tax Credit, HOME Investment Partnership Program and other HUD affordable housing projects

Welborn assists contractors, architects, engineers, homeowners, developers, private and governmental owners and other parties involved in the design and construction industries in all aspects of construction projects from initial planning and contracting through commissioning and final project completion.

Our attorneys have experience in all types of delivery systems, from traditional design/bid/build, to CMAR, CM/GC, design/build and other variations. We assist our clients with claims related to construction defects, project bids, contract disputes, change orders, mechanic’s liens, fee disputes and homeowner associations (CIOA) and have experience in all forms of traditional and alternate dispute resolution methods including mediation, arbitration, Dispute Resolution Boards and litigation.

Welborn has prosecuted and defended claims for malpractice against design professionals and has represented numerous state and local government agencies in contract negotiations and claim resolution for public construction projects.

We also provide general advice for our construction clients including corporate and employment matters. Our construction attorneys work with our litigation, corporate and environmental attorneys when expertise from other practice areas is required.

With a goal to assist our clients in meeting their objectives in a tax-efficient manner, attorneys in our tax practice counsel business entities and individuals on a broad spectrum of tax related issues.

Corporations

We represent both public and private corporations, including closely held companies, whether organized under Internal Revenue Code subchapter C or S. We assist corporations and their shareholders on matters concerning the appropriate structures, forms of transactions, and other matters needed to minimize tax burdens and comply with legal requirements from the initial incorporation through the wind-up of the corporation.

Limited Liability Companies and other Pass-Through Organizations

Welborn advises limited liability companies, partnerships, limited partnerships, and limited liability limited partnerships with their structural and operational activities. Our expertise includes structuring business transactions using pass-through organizations as the transactional vehicle. This, coupled with our expertise in the oil and gas industry, provides a unique and valuable combination for our energy clients.

Equity Compensation

We regularly help clients of all sizes develop equity incentive plans for their executives and other employees.

Mergers and Acquisitions

Our experience provides us with the knowledge and skills necessary to approach mergers and acquisitions with creativity and tax efficiency.

IRS Circular 230 Disclosure – To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that any U.S. Federal tax advice contained in this communication is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code or promoting, marketing, or recommending to another party any transaction or matter addressed herein.

When it comes to estate planning, our goal at Welborn is to help our clients develop an estate plan that meets their personal and financial goals while preparing for a smooth transition of wealth. We can create a plan that balances our clients’ personal goals with reducing the impact of transfer taxes upon death. In addition to the preparation of wills, trusts, powers of attorney and living wills, we also provide a full range of legal services relating to estate and trust administration. Our administration services include the oversight of estates and trusts as well as advising personal representatives and trustees. At Welborn, we have the additional expertise to obtain clear title to all types of mineral interests in Colorado and other states.