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AREAS OF PRACTICECorporate Transactions Taxation INDUSTRY EXPERIENCEManufacturing Oil and Gas Aaron’s practice is concentrated in the manufacturing and oil & gas industries. Specifically Aaron structures, negotiates and manages complex business transactions such as acquisitions and the planning and organization of business ventures. These business ventures frequently involve corporate and tax planning issues in many different countries. Aaron is experienced in working with foreign counsel and other professional advisors to plan sophisticated transactions and business stuctures such as holding companies, joint ventures and other commercial arrangements. Aaron often serves as outside general counsel to his clients, advising them on a wide range of matters as an integral part of the management team. Aaron provides services to numerous businesses including oil & gas exploration companies, oil field services companies, oilfield parts and equipment manufacturers, oil & gas syndicators and investment funds, and the leading technology standards organization to the oil & gas industry. REPRESENTATIVE EXPERIENCE Draft and negotiate supply agreements with Chinese manufacturers of home improvement products. Tax planning for international seismic services company. Lead attorney for acquisition of manufacturing facilities in India and the Czech Republic. Lead attorney in sale of $140,000,000 interest in domestic holding company and its ownership interest in a foreign gas company consisting of government and private shareholders. Negotiated service agreements and drilling contracts on behalf of an oil & gas exploration company. Negotiated on behalf of oil & gas exploration company in connection with $500MM credit facility. Counsel to oil and gas syndication company, advising management on various corporate matters. Negotiated and drafted supply and joint venture agreements for tripartite venture between Chinese manufacturers, major U.S. tire manufacturer and another U.S. company. Served as outside general counsel for automotive company with annual gross revenues exceeding $600 million; Advised management on a wide range of issues including major acquisitions, joint ventures, and other material agreements. Drafted agreements for implementation of multi-billion dollar restructuring of international paper products manufacturing company. Negotiated and drafted agreements for the redemption of stock of Indian manufacturer of ophthalmic medical devices. Supervised due diligence activities, coordinated with foreign counsel in acquisition of U.S. subsidiary of British company by German manufacturer. Negotiated and drafted supply, supply management, joint venture and dealership agreements with U.S., Latin American, European, South African, Chinese and Australian dealers, manufacturers, service providers and petroleum brokers. Assisted in negotiation and drafted terms of purchase agreement for acquisition of division of major European automotive company valued at $80 million; coordinated acquisition activities with seller and Department of Justice. Negotiated and drafted terms of joint venture agreement for South American markets with major European automotive company. Assisted in drafting purchase agreement, side letters, notes, collateral agreements, performed due diligence and coordinated closing sale of $125 million limited liability company interests in auto manufacturer, including communications with outside counsel for environmental, labor and transportation, lender’s counsel and minority members’ representative. Advised national real estate investment company on investor relations and property management matters concerning various tenancy-in-common (TIC) properties. Lead attorney in representation of public medical services company in acquisition of clinical research services business. Tax planning and analysis of material documents for listed real estate investment trust (REIT) including prospectus and dividend reinvestment plan. Drafted and planned tax structure for transfer and licensing of patents for engineering development company. Drafted private placement memorandums including $25 million offering, and prepared securities offering documents (Federal Securities Form D and state Blue Sky Law filings) for online market company trading in used heavy manufacturing equipment and parts. PROFESSIONAL ACTIVITIES / MEMBERSHIPS / AFFILIATIONS Adjunct Professor, DePaul Univ. College of Law, "Taxation of Mergers & Acquisitions" (2004). Leadership Houston, Class XXVI. Member, Houston Lawyer Editorial Board. LegalLine Pro Bono Legal Assistance Program (Houston Bar Association). Houston Bar Association Speakers Bureau. BAR ASSOCIATION MEMBERSHIP Mergers & Acquisitions Law Section, Houston Bar Association. Texas Bar Association, New York Bar Association, Illinois Bar Association (Business Law Section), District of Columbia Bar Association (Corporate & Securities Law Section), Wisconsin Bar Association, American Bar Association (Business Law Section, Taxation Section). INDUSTRY MEMBERSHIPS / AFFILIATIONS Oil, Gas & Mineral Law Section, Houston Bar Association. International Association for Energy Economics (IAEE), Houston Chapter. Independent Petroleum Association of America (IPAA). Institute for Energy Law, Advisory Board. Petroleum Club of Houston. Association for Corporate Growth, Houston Chapter. ADMISSIONS Licensed to practice in Texas, District of Columbia, New York, Illinois, and Wisconsin. Admitted to U.S. Tax Court; U.S. Seventh Circuit Court of Appeals. PUBLICATIONS / SPEECHES Oil slick: Companies avoid slips on foreign oil and gas tax rules, Houston Business Journal (2007). House's Pending Energy Bill: It'll Increase Dependency, The National Law Journal (2007). Feel The Heat: Bio Fuels Are A Hot Investment, But Don’t Get Burned, Houston Lawyer (2007). Attorneys head back to school to spark interest in career path, Houston Business Journal (2007) (highlighting Aaron's participation in a pro bono program working with underprivileged schools). Pending Business Legislation & TIC Structures, BIZ Radio (2006). A Business Lawyer's Guide to Equity Compensation Issues, Univ. of Texas School of Law (2006). Acquiring a Business: The Basics, Houston Association of Legal Professionals (2006). New Rules for Compensatory Transfers of Partnership Interests, Chamberlain Hrdlicka 28th Annual Tax & Business Planning Seminar (2005). The Sarbanes Oxley Act of 2002: Implications for Companies Involved in Rebate Programs, Best Practices in Medicaid, Managed Care, and Medicare (national pharmaceutical company conference) (2004). House Bill Permanently Bans State & Local Taxes on Internet Access, WORLD eBUSINESS LAW REPORT (2003). Sea Clammers Doctrine: Reeling in Employment Tax Claims in Worker Misclassification Cases, Depaul Business & Commercial Law Journal (Spring 2003). A Merger Mystery: Outlining a Legislative Solution for the Problem of Distinguishing Deductible Expenses from Capital Expenditures Discussed in Wells Fargo v. Commissioner, DePaul Business Law Journal (Fall 2001). State Bar of Wisconsin Annual Convention: Speaker (1999-2001). EDUCATIONAL BACKGROUND 2002 - L.L.M., Taxation, DePaul University, College of Law, with honors 1997 - J.D., The American University, Washington College of Law 1993 - B.A., Butler University, with honors. |
