Practice Areas

Clients of our transactional practice range from start-ups to established small- to mid-sized companies, crossing a wide range of industries. Regardless of the type, size or track record of the client, the goal is always the same: to provide reliable advice, in plain English; to be accessible, responsive and cost-conscious; and to furnish the quality, results-oriented legal services that enable our clients’ businesses to grow and thrive.

Broude, Smith & Jennings, P.C., assists clients with a host of matters critical to starting and sustaining a successful business enterprise:

Start-Up and Organization. We help clients select the proper business vehicles to match their needs, relative to liability, taxation, management and profit-sharing concerns. We walk clients through complex issues relating to ownership structure and then assist in preparing and filing necessary documents, including: certificates of formation; limited partnership, limited liability partnership (LLP), general partnership and joint venture agreements; S corporation or traditional C corporation bylaws and shareholder agreements; and limited liability company (LLC) operating agreements and member agreements.

Ownership and Structural Changes. While we endeavor to draft organizational documents that will expand to fit the needs of a growing business, sometimes issues arise that are not foreseen at the time of formation. As a business evolves over time, it may require assistance with venture capital and private equity investments, conversions, mergers, reorganizations and similar transactions, and we are pleased to provide that assistance.

Major Transactions. Our experienced transactional attorneys routinely handle:

• Startup and expansion financing transactions
• Stock-based and asset-based sales and acquisitions
• Real estate sales, acquisitions, financing and refinancing

Ongoing Business Operations. A client’s work does not stop when the “big deal” closes, and neither does ours: in order to be full-service, our assistance must extend to the day-to-day issues of running any company. Without limitation, we assist businesses with:

• Line of credit and equipment financing
• Equipment leasing and purchase agreements
• Commercial lease agreements
• Management, consulting and service agreements
• Supply contracts
• Regulatory compliance and licensure issues

Employment Matters. We work closely with human resources personnel, providing consultation on employment issues and drafting a wide range of employment-related documents:

• Employment agreements
• Noncompete agreements
• Confidentiality agreements
• Option and benefit plans
• Personnel policies
• Separation agreements

Dispute Resolution. When disputes arise, we aggressively advocate for our clients in settlement discussions, mediation, arbitration and commercial litigation actions.

Specialized Issues.

Health Care. As a subset of our general transactional practice, we work with medical professionals and owners, operators and managers of skilled nursing, assisted living and other health care facilities, offering services in connection with sales of medical practices; the negotiation of leases, operations transfer agreements and management agreements; and licensure and change of ownership issues.

Intellectual Property and Technology Licensing. Under the direction of shareholder Kathryn McGlinchey, we offer services specific to the technology industry as well as services applicable to any business desiring to maintain a presence in cyberspace or protect its work product from infringement by competitors:

• Copyright, service mark and trademark registrations
• Software content, copyright, service mark and trademark licenses
• Confidentiality, nondisclosure and noncircumvention agreements
• Master services agreements and statements of work
• Web development agreements
• Intellectual property development agreements
• Intellectual property sales and assignments
• Cease and desist letters and coexistence agreements

Nonprofit Organizations. Broude, Smith & Jennings, P.C., assists with trust formations, charitable gifts and planned giving, registered entity formations, acquisition of 501(c) status, corporate governance and tax compliance issues.

Under the leadership of shareholder Cary Jennings, Broude, Smith & Jennings, P.C. provides comprehensive estate planning services to individuals and families, from simple wills and trusts to advanced tax-saving strategies. We also represent fiduciaries in settling estates and managing trusts and handle legal disputes arising from probate administration.

Basic Estate Planning. Every individual or family, regardless of net worth, should have a plan for future contingencies such as death or incapacity. In close consultation with the client, we draft the essential components of an estate plan:

• Wills and ancillary documents
• Durable powers of attorney for financial transactions
• Medical powers of attorney for healthcare decisions
• Living wills (medical directives)
• Determination of guardian for children

Intermediate Estate Planning. With increasing wealth comes an increasing need for tax planning, focusing on reducing or eliminating transfer taxes imposed upon death. Such planning may include:

• Revocable management or “living” trusts
• Marital deduction trusts
• Credit shelter trusts
• Gifts to minors

Our attorneys also assist with:

• Life insurance planning
• Education planning
• Retirement planning
• Domestic asset protection
• Prenuptial planning

Advanced Estate Planning. For high net worth individuals, prudent estate planning will allow for the leveraging of the annual gift tax exclusion, lifetime exemption and generation-skipping transfer tax exemption. Our attorneys advise on the necessity of freezing the values of property within a client’s estate by utilizing entities such as closely held businesses, partnerships and trust. We also represent estates, trusts and fiduciaries in tax audits and controversies, will contests and complex fiduciary litigation.

Planning at this level involves specific tax planning advice from our resident tax attorney and the identification of appropriate estate planning instruments to achieve client goals:

Gifting Strategies

• Annual exclusion
• Lifetime exemption
• Partition
• Gift splitting

Second-Generation Planning

• Generation-skipping transfer tax and exemption planning
• Dynasty trusts

Charitable Planning

• Charitable gifts
• Charitable remainder trusts or charitable lead trusts
• Private foundations, public foundations, and supporting organizations

Closely Held Businesses

• Succession planning
• Buy-sell agreements anticipating death, incapacity, or divorce

Estate Freezing

• Family limited partnerships
• Limited liability companies
• Grantor-retained annuity trusts
• Sales to defective trusts
• Installment sales
• Qualified personal residence trusts

Estate and Probate Administration. Broude, Smith & Jennings, P.C., assists personal representatives in the efficient settling of estates and trustees in managing trusts. We help administrators, executors and trustees:

• Marshal and liquidate assets
• Pay debts
• Distribute cash and other property to heirs and trust beneficiaries
• File tax returns for the estate
• Manage trust assets
• Comply with reporting and auditing obligations

Probate Litigation. We represent heirs, excluded heirs and estates in will contests and estates and executors in suits alleging breaches of fiduciary duty.

As a full-service business law firm, Broude, Smith & Jennings, P.C., offers pragmatic explanations and assessments of a client’s options so the client can make informed decisions about commercial litigation as well as alternative methods of dispute resolution. Recognizing that legal actions can have a significant impact on a company’s ability to achieve its business objections, our goal is to assist clients in resolving conflicts while minimizing time, expense and disruption to operations.

We represent companies in complex litigation matters and alternative dispute resolution proceedings across a broad range of subject matters:

• Commercial business transactions
• Real estate transactions
• Lease disputes
• Contract disputes with suppliers and customers
• Construction issues, including breach of contract, defense of payment, bond and mechanic’s lien claims
• Oil and gas transactions
• Loan and guaranty transactions
• Debt collection and foreclosure
• Bankruptcy adversary proceedings
• Shareholder or partnership disputes
• Officer and director liability
• Breach of fiduciary duty
• Business torts, such as deceptive trade practices, interference and fraud
• Non-subscriber suits arising from worker injury claims
• Employment-related claims under state and federal law, including harassment, discrimination, termination and wage and hour claims
• Defamation, emotional distress and personal injury
• Consumer law

Spanning more than twenty counties, the Barnett Shale gas play had a swift and significant impact on North Texas as a whole. However, our firm’s focus on oil, gas and energy law predates the Shale, with attorney John Broude maintaining a practice in the area since the 1980s. Broude, Smith & Jennings, P.C., is positioned to offer veteran representation to experienced owners and operators as well as to startup exploration companies and landowners who may be facing complex oil and gas issues for the first time.

We serve oil and gas clients with holdings in counties throughout the region:

Bosque	Jack
Collin	Johnson
Dallas	Palo Pinto
Denton	Parker
Erath	Tarrant
Hill	Wise
Hood

but our reach does not end there. On behalf of clients throughout Texas and the United States, we draft and negotiate:

• Purchase and sale agreements, conveyances and reservations of mineral interests
• Development, production sharing, farmout, farm-in, and other joint venture and operating agreements
• Oil, gas and mineral lease agreements
• Pipeline easement agreements

Our firm also represents oil and gas operators in day-to-day business matters regarding business formation, employee contracts, compliance issues, and litigation issues.

Broude, Smith & Jennings, P.C., represents a wide range of clients:

Investors	Owner-operators
Developers	Property managers

with respect to:

• Undeveloped property
• Subdivision projects
• Commercial office buildings
• Industrial and office parks
• Retail developments
• Apartment buildings and condominium projects
• Nursing homes and assisted living facilities
• Hospital, medical office and other health care facilities
• Farm and ranch property

We provide comprehensive services in connection with:

Acquisitions and dispositions, representing buyers and sellers in purchase and sale transactions, including 1031 exchanges. We negotiate earnest money contracts, assist with due diligence matters (including lien, title, survey, lease and third-party contract review) and prepare documentation necessary to transfer clear title.

Financing and refinancing, assisting property owners in negotiating debt, mezzanine and equity financing and refinancing from a variety of funding source, including public, quasi-public and private institutional lenders and real estate investment trusts.

Development, representing developers in connection with land acquisition, environmental and other regulatory compliance, zoning and permitting, and negotiating of construction contracts and construction financing.

Construction issues, advocating on behalf of owners, contractors and suppliers with respect to contract disputes, warranty issues and defects claims, bond claims, punchlist disputes, and mechanic’s lien filings.

Property management and leasing. We draft and negotiate: brokerage, property management and other contracts; residential lease agreement forms for multifamily residential, skilled nursing and assisted living operators; and office, retail and ground leases from both the landlord and tenant perspective.

Entity formation and operation, walking clients through the legal, tax and practical implications of various entity types and structures and forming corporations, limited liability companies, limited partnerships, general partnerships and joint ventures in connection with the ownership, development and management of diverse types of real estate holdings.

John Broude and Steven Smith are board-certified in Commercial Real Estate by the Texas Board of Legal Specialization, and our entire real estate team is adept at navigating the obstacles raised in complex commercial property transactions. We strive to complete deals in a timely and cost-effective manner, while ensuring that clients are thoroughly apprised of options and potential risks. We recognize that no two deals are the same, and we therefore take a flexible approach to each new transaction, tailoring details to fit the client’s resources and objectives.

Broude, Smith & Jennings, P.C. provides comprehensive tax planning services and tax controversy representation. Tax attorney Cary Jennings is board-certified in Tax Law by the Texas Board of Legal Specialization and spent six years as a trial lawyer for the Tax Division of the U.S. Department of Justice before making the transition to private practice.

Tax Planning for Businesses. We consider tax ramifications when:

• Selecting and structuring partnerships, limited liability companies, joint ventures, business trusts, and other entities
• Structuring merger, acquisition and divestiture, and restructuring transactions
• Structuring real estate transactions, real estate investment trusts and advising clients on REIT-related tax issues

We advise corporate clients regarding tax issues involved with private placements of equity, debt and hybrid securities; assist with tax-free reorganizations (including spin-offs), taxable mergers, and acquisitions; and provide counsel regarding state and local tax issues.

Tax Representation for Individuals. In addition to providing tax planning services with respect to business and personal transactions, we advise individual clients on asset protection and ways to minimize state inheritance, federal estate, real estate and other taxation through trust and estate planning, including:

• Tax avoidance strategies for wills, trusts, qualified personal residence trusts, grantor-retained annuity trusts, charitable lead and annuity trusts, and charitable remainder trusts
• Business succession planning through family limited partnerships to minimize taxes in the transfer of assets to a succeeding generation
• Creation of foundations and gift-giving programs intended to reduce estate taxes

Tax Litigation. We represent clients with respect to discharges of taxes in bankruptcy, tax examinations, protests before the IRS Appeals Office and litigation in state and federal court.