Practice Areas

Business And Commercial Transactions

General Business and Commercial Law

The business and commercial matters we handle for our clients encompass a wide array of endeavors. While specific business and commercial areas of our law practice are discussed elsewhere in this site, many transactions involve broad commercial issues that are not easily compartmentalized into specific sub-areas of legal practice, but which require a broad understanding of business and commercial law. General principles of property ownership and title, perfection of interests, contract law, governmental regulation, risk management, banking and financial transactions and other fundamental business and commercial issues must be considered in all types of transactions. Our years of experience with general business and commercial law matters enable us to efficiently identify the existence of and interrelationship among these issues, evaluate the legal requirements and risks that may be presented and determine the necessary actions that should be taken.

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Commercial Financing

In the commercial financing area, the firm represents numerous real estate developers and landowners, manufacturers, retailers and other businesses and other borrowers in connection with commercial lending transactions. These transactions involve real estate acquisition and construction loans, inventory acquisition loans, general operating credit facilities, seller-financed loans and other financings as well as complex or “hybrid” debt devices such as mezzanine debt, loans incorporating interest rate swaps and other hedging devices. We are also accustomed to dealing with inter-creditor issues in cases of loan participations and co-lender transactions. In addition, we have handled work-out, foreclosure and receivership matters, which have included the negotiation and closing of deed-in-lieu of foreclosure transactions and analysis of lien and encumbrance priority issues and other related title matters.

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Entity Structuring and Formation

Mellina & Larson has experience in equity and joint venture structuring involving both large-scale real estate projects as well as other business ventures. We focus our practice on partnerships and limited liability companies, as their inherent structure is ideal for real estate joint ventures and other closely held ventures with complex management, control and financial aspects. Two of our attorneys are also licensed as Certified Public Accountants and have technical backgrounds in accounting and taxation issues. Our attorneys are well versed in the technical background necessary to fully address complex profit and loss allocation issues, special tax allocations and other technical tax and financial aspects of joint venture arrangements, and other demanding and technical issues often presented by such equity and joint venture situations.

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Risk Management

Issues of risk management permeate the entire spectrum of commercial transactions and business operations. Indemnifications, liability waivers, insurance coverages and the interrelationship of these concepts are addressed on a daily basis in connection with real estate acquisitions, leasing transactions, construction and design agreements, service and consulting agreements and almost every other commercial matter. Many of these concepts, and especially the interrelationships of these concepts, are extremely technical and in some cases subject to draconian common law and statutory issues as to enforceability. The nature of our overall business and commercial practice necessarily requires that the firm have a thorough understanding of these issues.

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Real Estate And Construction

Real Estate Acquisitions and Sales

A large part of our practice has been devoted to assisting and advising clients on all aspects of real estate acquisitions and sales. Our clients in this area include investors, developers, landowners and other real estate oriented ventures, as well as operating businesses with real estate facilities needs. This representation involves contract negotiation and structuring of transaction terms, due diligence review and evaluation, title review and closing matters.

The types of transactions that we are accustomed to handling include fee title acquisitions and sales, acquisition of mortgage-backed debt and partnership equity acquisitions and sales. Property types include raw land acquisitions and sales, with emphasis on properties targeted for development, income producing commercial and multi-family projects and specialized acquisitions for unique uses.

Working with environmental consultants and specialists, we routinely review and analyze environmental issues, including hazardous waste issues, associated with real estate acquisitions. In many instances, remediation and abatement concerns are presented. The firm has extensive experience in drafting and negotiating environmental consulting and remediation contracts to address these matters. In addition, the firm has experience in developing creative solutions that are often needed to manage environmental risks, while maintaining the economic and other objectives of the client. Pre- and/or post-closing arrangements for remediation, which present significant risk management and other issues, are often necessary, and we have counseled various clients extensively in this regard.

Title review and evaluation is always a critical component of a real estate acquisition. We are experienced in dealing with a wide variety of title issues and defects ranging from routine matters, such as those presented by undefined easement rights, to the most obscure title issues such as historical strips, gores and vacancies. In connection with acquisitions of development properties, cross-access and use agreements, our attorneys routinely address complex restrictive covenants and similar title issues.

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Real Estate Development and Land Use

The firm represents some of the premier real estate developers and contractors in Texas in connection with commercial, residential and industrial developments. We have provided comprehensive legal services in connection with super luxury apartment projects, residential and mixed-use developments and planned communities, industrial parks, special use developments and other commercial development projects, including those located in environmentally sensitive areas.

Our lawyers advise clients on a broad range of development issues, including zoning and municipal annexation issues, local land use issues, environmental review and evaluation, endangered species and sensitive aquifer issues, water issues, subdivision matters, and use of special use districts to supply and finance water, sewer and other infrastructure. As counsel for these projects, the firm has assisted clients in developing and managing appropriate strategies to achieve necessary projects approvals.

We are accustomed to interfacing with engineers, environmental consultants, architects and other professionals in addressing the complex issues often associated with real estate development. In the expanding area of real estate/telecommunications law, the firm assists real estate developers in negotiations with telecommunication companies that provide internet, cable and other telecommunication services to real estate development projects.

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Mellina & Larson has been extensively involved in leasing transactions on behalf of both landlords and tenants, and has represented owners and tenants in lease negotiations involving hundreds of thousands of square feet of office, warehouse space, retail and other commercial space. The firm has substantial experience in representing both large-scale tenants and large-scale landlords. As a result, we understand landlord and tenant issues from both perspectives and have been able to resolve issues effectively by providing creative and informative solutions based on our appreciation and understanding of the concerns of both landlord and tenant. In addition, the firm has also been active in structuring and negotiating lease-equity transactions, and other leasing transactions that are primarily financing devices.

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Construction and Design

Mellina & Larson has represented various clients in a number of design and construction projects, and our attorneys have extensive experience in the transactional aspects of construction law. In particular, Jack E. Larson has substantial experience in drafting and negotiating design and construction contracts. Further, Mr. Larson has also been active as an author and lecturer on a variety of subjects dealing with construction and design law. We have drafted and negotiated design and construction contracts, including architectural, structural engineering, mechanical, electrical and plumbing engineering, general construction, asbestos removal and various other engineering, design and construction contracts on projects throughout Texas and the United States representing millions of dollars of construction costs.

The firm has also assisted clients in the construction bidding process by reviewing and preparing various portions of bid packages submitted to prospective contractors, and has participated in the settlement and negotiated close-out of various construction contracts, representing both owners and contractors.

Mr. Mellina has a wide-ranging understanding of mechanics’ liens issues, a challenging and complex area under Texas law, which he has employed in assisting clients to achieve out-of-court settlements in complex multi-party derivative claim situations.

In addition to representing owners and developers, the firm also represents several sizable contractors and subcontractors in connection with various construction matters, including the preparation and negotiation of construction contracts, regulatory issues and contractor lien claims.

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