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Haynes and Boone Highlighted in Chambers USA 2013

Haynes and Boone, LLP has been recognized in Chambers USA: America’s Leading Lawyers for Business 2013, an annual law firm directory. Chambers highlighted 19 of the firm’s practices along with 51 individual firm lawyers in their rankings.

The firm’s Bankruptcy/ RestructuringFranchising and Intellectual Property practices each earned national rankings. >>



Arthur M. Nathan

Partner

Houston


1221 McKinney Street
Suite 2100
Houston, Texas 77010
T +1 713.547.2009
F +1 713.236.5551

Areas of Practice

Education

  • J.D., University of Texas at Austin School of Law, 1975, with honors; Order of the Coif
  • B.A., Government, University of Texas at Austin, 1972, with high honors; Phi Beta Kappa

Bar Admissions

  • Texas
Arthur M. Nathan

Arthur Nathan concentrates on mergers and acquisitions, business and tax planning, and other transactional matters. He has more than 38 years of experience in structuring, negotiating and handling mergers, acquisitions, dispositions, leveraged buyouts, tax-free reorganizations, private equity, family business planning, partnership and limited liability company transactions and corporate split ups. In addition, he has extensive experience in connection with shareholder and other business owner disputes.

Mr. Nathan has been engaged in numerous transactions including:

  • Representation of U.S. and foreign companies in connection with acquisitions of corporations owned in whole or in part by ESOPs (employee stock ownership plans and trusts), including ESOPs which own S corporations, ESOPs which are selling S corporations as part of an auction process and ESOP related transactions involving 338(h)(10) elections.
  • Representation of U.S. and foreign companies in acquisitions and dispositions of oil field service companies, engineering services companies, power, power plants, power service companies throughout the United States, including structuring, taxable and tax-free planning, financing, negotiations, and auction purchases.
  • Representation of sellers of privately held companies that were sold to publicly held and privately held companies, including structuring and negotiation of transactions to achieve significant net-after-tax and indemnification savings for sellers.
  • Representation of publicly held and privately held companies in stock purchase and asset purchase transactions, including transactions involving 338(h)(10) elections and private equity transactions.
  • Representation of families in connection with tax-free divisions of oil and gas and real estate businesses in order to split up the business among various families who had business reasons to no longer be in business together.
  • Represent as outside general counsel one of the largest armored car, ATM and cash management services companies with operations throughout the United States and Puerto Rico and is sensitive to the needs of in-house counsel for cost-efficient services of outside counsel.
  • Represent as outside general counsel one of the professional service firms with U.S. and international operations and which has been listed as one of the Inc. 500 fastest growing companies.
  • Represents companies in connection with sales tax audits before the Texas Comptroller, including contested sales tax matters relating to electricity and other exemptions.

Honors

  • Honored as a contributor in the sale of Michael Baker Corporation's Energy Services division to John Wood Group PLC, a transaction named a winner in the 2010 M&A Advisor International Awards. Nominated by Morgan Joseph (represented purchaser).
  • Recognized by Chambers USA as a leading lawyer in Corporate/M&A in Texas (2010-2013).
  • Selected as a Texas Super Lawyer by Texas Monthly Magazine (2003-2013).
  • Named one of The Best Lawyers in America - Tax Law (2009-2014).
  • Named in Euromoney's 2002, 2004 and 2006, 2008, 2010 and 2012 Guide to the World's Leading Tax Advisers in the United States.
  • Selected as a Member of the International Association of Business Leaders in 2002.
  • Selected for inclusion in International Who's Who of Professionals in 2003, 2004 and 2006.
  • Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™

Mr. Nathan was a member of the Board of Directors of Haynes and Boone from 2002 through 2012, served as the Practice Management Partner from 1999 through 2001 and from 2008 through 2012, and is one of the original partners who opened the Houston office in 1990.

Recent Publications

  • Co-Author, "New Areas of Focus in M&A Due Diligence," Inside the Minds, Business Due Diligence Strategies, Aspatore Books (2010).
  • Co-author, "Tax Settlements and Negotiations: Leading Lawyers on Issuing Tax Opinions, Managing Audit Situations and Representing Clients Before the IRS," (October 2006), Aspatore, Inc.
  • Co-author, "A Closer Look at Stock Purchase Agreements," (December 2001).
  • Co-author, "Reorganization and Merger Alternatives," (December 2001).
  • Co-author, "The Nuts and Bolts of Ancillary Documents," (December 2001).

Selected Representative Experience


Wood Group E & PF Holdings, Inc. in the Acquisition of Elkhorn Holdings, Inc.
Represented Wood Group E & PF Holdings, Inc. in the acquisition of Elkhorn Holdings, Inc., an S-Corporation which was 100 percent owned by an employee stock ownership plan and trust in its acquisition of all of the common stock pursuant to a purchase of shares and a redemption of shares by the target corporation.

Representation of Distributor of Plastic Resin in Central America in Asset Sale
Represented distributors of plastic resin in Central America (a Costa Rican corporation and its Texas limited partnership affiliate), in the sale of their assets to a U.S.-based distributor of engineering and commodity grade thermoplastics.

Loomis Armored US, LLC Purchase of Assets from 1st Armored, Inc.
Represented Loomis Armored US, Inc. in its purchase of assets from 1st Armored, Inc.

Acquisition by Rockwell Collins, Inc. of AR Group, Inc., Aerovip, L.P., AR Leasing Services, L.P. and International Air Associates, L.P.
Represented Air Routing International Corporation in the sale of stock to Rockwell Collins, Inc.

Acquisition of Baker Energy
Represented Wood Group E&PF Holdings, Inc. in its purchase of stock.

Purchase of Assets by Loomis Armored US, Inc. from EM Armored Car Service, Inc.
Represented Loomis Armored US, Inc. in its purchase of assets from EM Armored Car Service, Inc.

Sale of Air Security International, L.P. to Medex Global Group, Inc., ASI, Inc., and Medex Security Services, Inc.
Represented ASI Group in the sale of stock to Medex Global Group, Inc.

Purchase of Assets by Loomis Armored US, Inc. from Guardian Armored Security, Inc., Guardian Armored Assets, LLC, and Guardian Alarm Co. of Michigan, Inc.
Represented Loomis Armored US, Inc. in its purchase of assets from Guardian Armored Security, Inc., Guardian Armored Assets, LLC, and Guardian Alarm Co. of Michigan, Inc.

Contribution and Sale Agreement by and among Kinder Morgan Energy Partners, LP, Kinder Morgan Bulk Terminals, Inc., Michael Graves, James V. Rath, and Guy D. Graves
Represented General Stevedores, Inc. in the sale of stock to Kinder Morgan Energy Partners, LP.

Summit Partners Acquisition of Bioassay Laboratory, Inc.
Represented Bioassay Laboratory, Inc. in the sale of stock to Summit Partners.

Acquisition of Assets of Red Oak Sportswear Business by Knights Apparel, Inc.
Represented Four Bayou Lake, Inc. in a sale of assets to Knights Apparel, Inc.

Memberships

  • Committee on Negotiated Acquisitions, Section of Business Law, Committee on Corporate Taxation, Section of Taxation, American Bar Association
  • Board Certified Tax Law, Texas Board of Legal Specialization, 1983 to present
  • Member, State Bar of Texas Commission on Legal Specialization - Tax Law, 1999 to present
  • Adjunct Professor of Law, University of Houston Law Center, 1981 through 1987 teaching Business Planning; 1997 to present teaching Advanced Corporate Taxation (Taxation of Mergers and Acquisitions)

Online Publications

12/23/2010 - The Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010
On Friday December 17, 2010, the President signed into law the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 (the “Act”).

11/10/2010 - (Almost) Year-End Tax Alert
In response to the current state of the economy, Congress has passed some tax legislation amending the Internal Revenue Code (the “Code”). Although it is up for debate, some would say that Congress has not been busy enough. As we near the end of the year, many taxpayers and their advisers are going through their usual year-end tax planning checklist. This year, planning may be greatly impacted both by recent legislation and by items that Congress has not yet addressed, including, among others, the extension (or lapse) of the “Bush tax cuts.”

10/13/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010
This article highlights the imminent changes to the tax laws in 2011 (e.g., the sunset of the Bush era tax cuts) and changes that will arise in later tax years (e.g., tax provisions contained in certain parts of the recently enacted health care legislation) that may affect a decision to sell your business this year. The article was originally published as a four-part series of alerts.

08/26/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 4 of 4
This is the fourth client alert in a series of four generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted health care legislation, (ii) some of the steps a business owner should consider taking in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider in this process in an effort to maximize the after-tax benefits to the owners and to help ensure a smooth sales process.

08/18/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 3 of 4
This is the third client alert in a series of four alerts generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted federal legislation, (ii) some of the steps a business owner should take in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider to maximize the net after-tax benefits to the owners and to help ensure a smooth sales process.

08/10/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 2 of 4
This alert is the second in a series of four generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted health care legislation, (ii) many of the steps a business owner should consider taking in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider in this process in an effort to maximize the after-tax benefits to the owners and to help ensure a smooth sales process.

08/03/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 1 of 4
This alert highlights the imminent changes to the tax laws in 2011 (e.g., the sunset of the Bush era tax cuts) and the changes that will arise in later tax years (e.g., tax provisions contained in certain parts of the recently enacted health care legislation) that may affect a decision to sell your business this year.

Texas Tax Reform is Imminent, Including a Possible Substantial Rewrite

Selling a Business--A View from the Seller's Side

Sale of the Business: Legal Issues From the Seller's Side

Reorganization and Merger Alternatives

The Nuts and Bolts of Ancillary Documents

A Closer Look at Stock Purchase Agreements