Profile

John Fields is a corporate and tax lawyer who advises privately held businesses, family offices and their owners on the legal and tax issues involved in forming, operating and transitioning a business. His work runs the full life of a company, from choosing and forming the right entity, to day-to-day corporate and tax matters, to mergers and acquisitions, internal reorganizations and restructurings undertaken for estate and succession planning.

John represents buyers and sellers of privately held companies at every stage of a transaction, from letter of intent through closing and post-closing matters, and has closed numerous middle-market deals ranging from $5 million to $250 million. He advises clients across a broad range of industries, including construction, engineering, manufacturing, energy, real estate, medical practices, logistics, technology, restaurants and professional services firms. Before joining the firm, John served as general counsel of a Houston-based financial technology company, giving him firsthand experience with the business and legal issues his clients face day to day. Many clients rely on John as outside general counsel, working alongside their CPAs, CFOs, in-house counsel, bankers and wealth advisors.

Practice Focus

• Advise on choice of entity and form corporations, partnerships and LLCs for new and growing businesses
• Represent buyers and sellers of privately held companies in middle-market M&A transactions, including asset and stock acquisitions and sales
• Guide clients through every phase of a deal: letters of intent, due diligence, definitive agreements, closing and post-closing matters
• Structure tax-free reorganizations and internal restructurings of corporations, partnerships and LLCs to achieve governance, tax and estate-planning objectives
• Advise S corporations and their owners on qualification, structuring and transaction-related tax issues
• Design and negotiate company agreements, partnership agreements, shareholder agreements, buy-sell agreements and equity incentive arrangements for management and key employees
• Counsel family-owned and closely held businesses on succession planning and ownership transitions to the next generation
• Serve as outside general counsel to privately held companies, family offices and their owners on day-to-day corporate, contract and tax matters

Representative Experience

• Represented a regional ready-mix concrete producer in the sale of the company to a large international company
• Represented the owners of a commercial office furniture and interiors dealer in the sale of the business to private equity
• Restructured and reorganized numerous privately held companies through tax-free reorganizations to meet their tax and succession-planning objectives
• Designed and implemented equity incentive programs for executives and key employees, including profits interests, restricted stock, restricted stock units, phantom equity and stock options

Professional Affiliations

• Houston Bar Association

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