In the News

Haynes and Boone Lawyers Widely Recognized in Texas Rising Stars 2014

Haynes and Boone, LLP lawyers have followed last year’s strong showing in the Texas Super Lawyers Rising Stars directory with an impressive group of 32 firm attorneys that editors have chosen for inclusion in the 2014 edition. Ten of the 32 made their first appearance in the special directory, which recognizes the top up-and-coming lawyers in the state. >>

Legal 500 Recognizes Haynes and Boone Real Estate and Corporate M&A Practice Groups

Haynes and Boone, LLP has been listed as a leading firm for its Real Estate and Corporate M&A practice groups in the Legal 500 United States 2012 directory. >>



Jeff S. Dinerstein

Partner

Houston


1221 McKinney Street
Suite 2100
Houston, 77010
T +1 713.547.2065
F +1 713.236.5463

Áreas de Practica

Educación

  • LL.M., Taxation, New York University School of Law, 2003
  • J.D., Washington University, 2002, Article Editor, Washington University Law Quarterly
  • B.S.M., Tulane University, 1999, magna cum laude

Bar Admissions

  • Texas
Jeff S. Dinerstein

Jeff Dinerstein is a co-head of the Mergers and Acquisition Section at Haynes and Boone, LLP. Jeff represents public and private companies in mergers, sales, acquisitions, and other corporate matters. He has represented both buyers and sellers in sale of business transactions in a wide range of industries in the U.S., Europe, and the former Soviet Union. Jeff also represents individuals and entities with regard to the tax issues related to their businesses, including advising clients on the tax aspects of taxable and tax-free mergers, acquisitions, dispositions and reorganizations. His experience with both state and federal taxation greatly benefits clients in their transactions.

Jeff's experience includes the following representations:

  • Sale of a assets by distributors of plastic resin in Central America in the sale of their assets to a U.S.-based distributor of engineering and commodity grade thermoplastics;
  • Representing owners of multiple funeral homes and cemeteries in the sale of their businesses to public acquirers;
  • Acquisition of a family-owned group of funeral homes, cemeteries and crematories in the greater Albuquerque, New Mexico area;
  • Acquisitions of assets and related real property from a privately-held mortuary businesses by a public company, including environmental review and negotiation of employment and non-competition agreements with key personnel;
  • Stock purchase transaction for a large hedge fund acquiring the controlling interest in a domestic cogeneration facility;
  • Sale of options to purchase 70 percent and 30 percent of the issued and outstanding stock of target by a privately held eyeglass manufacturer;
  • Disposition of a consolidated group of companies by the selling stockholders using a combination of a taxable and non-taxable techniques involving the negotiation of stock purchase, earn-out, and related documents and the creation of new entities, the use of spin-offs and entity conversions, and the implementation of wealth transfer and succession strategies;
  • Sale of a software company to a multinational energy services company by selling stockholders;
  • Sale of assets of an upstream oil field environmental services company to a private equity firm involving senior and subordinate financing, earnout notes, retention of seller management, formation of related pass-through entities, and negotiation of a lease between a seller affiliated entity and the purchaser covering all operations of purchaser; 
  • Sale of privately held aviation services company to a strategic buyer;
  • Sale of privately held company specializing in the business of data quality management for the exploration and production industry to an international oilfield services provider;
  • Purchase of privately held company specializing in the design, sale, and installation of agricultural irrigation products;
  • Sale of seismic data processing company;
  • Purchase of privately held security services company;
  • Sale of U.S. oilfield services company with assets located in Russia to Russian purchaser;
  • Sale of U.S. oilfield services company with assets located in Russia and Central Asia to Russian purchaser;
  • Purchase of assets from jewelry store chain by a private equity fund;
  • Sale of stevedore business to public company;
  • Purchase of assets of steel manufacturing facility out of bankruptcy;
  • Stock purchase of glass installation company;
  • Stock purchase and Series A venture capital financing of medical treatment facilities;
  • Sale of preferred stock of medical treatment facility to venture capital company;
  • Loan refinancing of retail development; and
  • Reorganization of oil and gas company.

Selected Publications and Speeches

  • "AM&AA Sourced Deal - A Best Practices Case Study," Alliance of Mergers and Acquisitions Advisors, Winter Conference, January 2012.
  • "Taxes and Legal Issues - The Gifts that Keep on Giving," Alliance of Mergers and Acquisitions Advisors, Summer Conference, July, 2011
  • "Choice of Entity Considerations," State Bar of Texas - Essentials of Business Law Course 2011 (Co-Author with Eric S. Williams), April, 2011
  • "New Areas of Focus in M&A Due Diligence," Inside the Minds, Business Due Diligence Strategies (Aspatore Books, a Thompson Reuters company, 2010), acknowledged by authors Thomas J. McCaffrey and Arthur M. Nathan
  • Co-contributor to chapter on Cleantech Financing in legal treatise Energy Law and Transactions, 2009
  • "The Economic Stimulus Bill: Opportunities and Risks, A Comprehensive Overview of the American Recovery and Reinvestment Act of 2009," participating author, Tax section, February 2009
  • "Tax Free Mergers, Acquisitions and Divisive Reorganizations," State Bar of Texas Webcast, May 2007
  • "Business Will Bear Brunt of Shifting Tax Load," Houston Business Journal, May 2006
  • "Final Regulations Regarding Disregarded Entities Released," Texas Tax Lawyer, May 2005

Selected Professional Activities and Honors

  • Selected for inclusion in Texas Super Lawyers - Rising Stars Edition (2007-2014)
  • Fire Fighters Foundation of Houston - Board of Directors, General Counsel and Treasurer
  • The Women's Fund for Health Education and Research - Board of Trustees and Treasurer
  • Houston Galleria Chamber of Commerce - Board of Directors and Legal Counsel
  • Adjunct Professor - University of Houston Law Center, Advanced Corporate Tax (Spring Semester, 2007)
  • City of Houston - Citizen Review Committee (2006-2008)

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.

Signature Memorial Private Equity Investment
Represented Signature Memorial Investments, LLC in obtaining an equity contribution from a private equity group and amended and restated the existing credit facility to add a borrower and an advancing term loan facility, and to facilitate the release of an existing borrower and individual guarantors.

Purchase of Membership Interests in TSPTP Company, LLC
Represented ALT Warwick Limited Partnership in the sale of its membership interest in TSPTP Company, LLC.

Formation of Limited Liability Company for Development of Mineral Assets in the Permian Basin
Represented mineral owners in formation of limited liability company for the purpose of developing mineral assets located in the Permian Basin.

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.

Haynes and Boone Represents Garden Oaks Funeral Home in the Sale of its Business to S.E. Funeral Homes of Texas, Inc.
A team of Haynes and Boone attorneys, led by Jeff Dinerstein and supported by Jessi Rivera, counseled Garden Oaks Funeral Home in the sale of its business to S.E. Funeral Homes of Texas, Inc.

Haynes and Boone Represents Schmidt Funeral Home in Sale of Business to Carriage Management, L.P.
A team of Haynes and Boone lawyers, led by Jeff Dinerstein and supported by Jessi Rivera, represented Schmidt Funeral Home in the sale of its business to Carriage Management, L.P.

Membership Interest Purchase and Transfer
Represented JBD DCH Griffin, LLC in sale of membership interests to add additional member to the company.

Acquisition of M&R Industries, Ltd. d/b/a KM Services, Pro-Flow Fabrication Technologies, Ltd. and LTI Lambright, LLC
Represented companies who manufacture and sell parts for directional drilling, M&R Industries, Ltd. d/b/a KM Services, Pro-Flow Fabrication Technologies, Ltd. and LTI Lambright, LLC, in the sale of substantially all of their assets to Enteq KMS LLC, a wholly-owned subsidiary of Enteq Upstream PLC, an oil and gas field services company.

Acquisition of Daniels Family Funeral Services by The Signature Group
Represented The Signature Group in its acquisition of Daniels Family Funeral Services, a family-owned group of funeral homes, cemeteries and crematories in the greater Albuquerque, New Mexico area.

Acquisition of Oregon Armored Service, Inc.
Represented public company in acquisition of 100 percent of the capital stock of Oregon Armored Service, Inc., a privately-held armored service business, including environmental review, negotiation of commercial leases, and post-closing corporate reorganization.

Acquisition of Privately Held Mortuary Business
Represented public company in acquisition of assets and related real property from a privately-held mortuary business, including environmental review and negotiation of employment and non-competition agreements with key personnel.

Acquisition of Assets and Related Real Property from CFH, Inc.
Represented public company in acquisition of assets and related real property from a privately-held mortuary business, including environmental review and negotiation of employment and non-competition agreements with key personnel.

Acquisition of Assets from Franklin and Downs Funeral Home, Inc.
Represented a public company in acquisition of assets from a privately-held mortuary business, including negotiation of mulitple commercial leases for real property used in connection with the business, environmental review, employment and noncompete agreements with key personnel.

Complex Sale of Assets
Represented an upstream oil field environmental services company in a complex sale of assets to a private equity firm involving senior and subordinate financing, earnout notes, retention of seller management, formation of related pass-through entities, and negotiation of a lease between a seller affiliated entity and the purchaser covering all operations of purchaser.

Carriage Team Kansas, LLC Acquisition of Asset from Don Grantham Funeral Home, Inc.
Represented public company in acquisition of assets and related real property from a privately-held mortuary business, including environmental review and negotiation of employment and non-competition agreements with key personnel.

Stock Purchase Transaction
Represented a large hedge fund in a stock purchase transaction where it acquired the controlling interest in a domestic cogeneration facility.

Purchase of Assets - Funeral Home
Represented a subsidiary of Carriage Services, Inc. in its acquisition of White's Funeral Home in Azusa, California, a family owned and operated funeral home established in 1917.

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 Assets of Funeral Home in California
Represented public acquiror in the funeral and cemetery service industry in connection with the acquisition of the assets of a privately held funeral home based in California.

Stock Transactions for Eyeglass Frames Manufacturer
Representation of a privately held company that manufactures eyeglass frames via sale of options to purchase 70 percent and 30 percent of the issued and outstanding stock of target.

Asset Purchase Agreement
Sales of assets of privately held company that provides software for the oil and gas industry in exchange for a combination of cash and stock of buyer.

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.

Sale of PolySpec NV, Inc. Stock
Represented a private small-cap company in the sale of stock to a public buyer.

Representation of Selling Shareholders
Representation of the selling shareholders in the disposition of a consolidated group of companies using a combination of a taxable and non-taxable techniques involving the negotiation of stock purchase, earn-out, and related documents and the creation of new entities, the use of spin-offs and entity conversions, and the implementation of wealth transfer and succession strategies.

Representation of Selling Stockholders - Engineering Company
Representation of the selling stockholders in the sale of an engineering company to a major oilfield equipment manufacturer.

Recapitalization and Stock Purchase
Representation of a publicly traded SBIC in its recapitalization and its stock purchase of an agricultural micro-irrigation products/systems company.

Sale of Software Development Company
Represented the selling stockholders in the sale of stock of a software development company to a multinational energy services company.

Representation of Selling Stockholders - Software Company
Representation of selling stockholders in the sale of a software company to a multinational energy services company.

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.

Representation of Real Estate Developer in Acquisition
Representation of a real estate developer in the acquisition and development (and subsequent refinancing) of an “environmentally challenged” property with the use of creative acquisition techniques designed to mitigate environmental risk.

Purchase of Assets from Jewelry Manufacturer
Represented a private equity firm in its recapitalization and purchase of assets from a jewelry manufacturer and distributor in a combination debt and equity transaction.

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.

Disposition of an Interest in a Reprographics Company
Represented a private equity firm in its disposition of an interest in a privately held reprographics company.

Acquisition of Steel Manufacturing Company
Represented a private equity firm in the acquisition of a steel manufacturing company in a Section 363 bankruptcy sale.

Representation of Acquiror of Health Care Company
Representation of the acquiring company in the stock acquisition of a health care company and simultaneous issuance of preferred stock to new investors and negotiation of bank credit facility.

Representation of U.S. Investors - Acquisition and Development of Mexican Real Estate
Representation of U.S. investors in the acquisition and development of thousands of acres of Mexican real estate. The acquisition took place over various transactions, each one of which had to address many complex United States and Mexican tax issues.

Memberships

  • State Bar of Texas
  • Houston Bar Association
  • Houston Young Lawyers Association
  • The College of the State Bar of Texas
  • Alliance of Mergers and Acquisitions Advisors (AM&AA) 
  • Association for Corporate Growth (ACG)
  • International Cemetery, Cremation and Funeral Association (ICCFA)

Online Publications

12/19/2011 - ’Tis the Season for LP/LLC Year-End Planning
This alert includes a list of year-end administrative issues for Texas limited partnerships and limited liability companies (“LP/LLC”).

06/28/2011 - The Crackdown on Foreign Account Holders Continues: The 2011 Voluntary Disclosure Initiative and the Updated Filing Requirements for Foreign Financial Accounts
With budgetary pressures increasing and deficits mounting, the United States Internal Revenue Service (“IRS”) is continuing its campaign to find U.S. citizens and residents who have failed to report both (1) their worldwide income on their U.S. federal tax returns and (2) all non-U.S. financial accounts in which they have a financial interest or over which they have signature authority.

06/02/2011 - IRS Focusing on Unrelated Business Taxable Income
The IRS has apparently increased its focus on unrelated business taxable income (“UBTI”) of tax-exempt organizations. At a conference last month, IRS officials indicated they are looking closely at UBTI in all contexts with respect to exempt organizations, including conducting a long-term study on college and university treatment of UBTI.

02/14/2011 - Voluntary Disclosure Plan for Offshore Assets - Take #2
On February 8, 2011, the IRS announced a second voluntary disclosure program that will allow U.S. taxpayers to disclose offshore accounts that were previously kept secret from the IRS. U.S. citizens and resident foreign nationals are required to pay U.S. federal income tax on their worldwide income.

01/24/2011 - Increased Filing Threshold for Form 990-N
In prior years, certain tax-exempt organizations whose gross receipts did not normally exceed $25,000 were exempt from filing the standard Form 990. Now, this threshold is $50,000, and for tax years beginning on or after January 1, 2010, such organizations must submit a Form 990-N “e-Postcard” annually (rather than the Form 990-EZ or Form 990 required of larger organizations).

12/10/2010 - FLASH - December 9 Senate Estate Tax Proposal
The Senate introduced an amendment to the House Tax Bill on December 9, 2010 that makes significant changes in estate, gift, and generation-skipping tax rules for this year (2010), and for the next two years. This alert outlines the most significant estate, gift, and generation-skipping tax features of the Tax Bill.

12/09/2010 - Year-End Limited Partnership/Limited Liability Company Administrative Considerations
This alert lists a number of administrative and compliance issues for Texas limited partnerships or limited liability companies (“LP/LLC”) that you might consider as December 31 approaches.

12/08/2010 - Do You Know Which 990 to File for 2010…And Will You Have the Necessary Information?
Those who have filed – or at least reviewed – the “new” Form 990 since it was revised in 2008 are well aware of its comprehensive nature.

11/29/2010 - 2010 Tax Planning - to Gift or not to Gift
As 2010 is nearing an end, there are several gift options to consider. Lower interest rates, depressed values and lower gift tax risk make gifts or sales to younger generations more attractive in 2010.

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.

10/06/2010 - Traps for the Unwary - The Risks of Fundraising
Charitable fundraising activities in multiple states - and even in multiple cities, municipalities, and counties within Texas - can potentially create a compliance risk. Although not regulated by the IRS, many state and/or local authorities have adopted charitable solicitation registration and reporting requirements. In addition, the revised Form 990 requires a disclosure regarding compliance with state rules.

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.

08/25/2010 - Traps for the Unwary - Tips to Ensure Enforceability of Charitable Pledges
When a donor attempts to cancel or withdraw from a charitable pledge, many organizations choose not to enforce the pledge in the spirit of donor and public relations. However, it is important to understand that charitable pledges can be legally enforceable obligations. This alert provides a summary of Texas law regarding enforceability of pledges.

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.

07/29/2010 - One-Time Filing Relief for Failure to File Forms 990
Small organizations at risk of losing their tax-exempt status for failure to file annual returns for 2007-2009 (including the Form 990-N or “e-Postcard,” required for organizations whose annual gross receipts are normally $25,000 or less) can maintain their tax-exempt status by filing returns by October 15, 2010.

05/03/2010 - Traps for the Unwary - Loans to Directors and Officers
With increased scrutiny and regulation by Congress and the Internal Revenue Service, it is becoming more important for non-profits to focus on compliance with both federal and state rules.

04/01/2010 - Elimination of Advance Ruling Process for Public Charities
Although the regulations eliminating the advance ruling process have been in place since the end of 2008, we continue to receive questions from public charity clients regarding the need to prove public support after an organization’s first five tax years.

03/09/2010 - Texas Business Organizations Code Now Applicable to Non-Profit Corporations
The Texas Business Organizations Code (the “TBOC”) – enacted in 2003 and generally effective January 1, 2006 – combined the laws found in a number of Texas statutes (including the Texas Non-Profit Corporation Act and the Texas Unincorporated Non-Profit Association Act), standardized filing requirements and fees for Texas entities, made other substantive changes, and implemented new terminology.

02/17/2010 - Issues on the IRS Horizon for Tax-Exempt Organizations in 2010
As the tax-exempt environment continues to become increasingly complex and focused on compliance and governance, it becomes more important to be aware of issues significant to the IRS. We have highlighted below a few of the issues on the IRS’ radar for 2010.

07/31/2009 - Traps for the Unwary in the Non-Profit Sector - Fundraising
With increased scrutiny and regulation by Congress and the Internal Revenue Service, it is becoming more important for non-profits to focus on compliance with both federal and state rules, including those regulating fundraising and solicitation. Whether conducting a raffle, holding galas or other events, or soliciting corporate sponsorships, seemingly ordinary fundraising activities can raise a number of tax and legal issues.

05/08/2006 - Businesses Will Bear Brunt of Shifting Tax Load
In order to comply with certain U.S. Treasury regulations, we are informing you that any U.S. federal tax advice that may be contained in this document is not intended or written to be used, and cannot be used, by any person for the purpose of (i) avoiding any tax penalties that may be imposed by the Internal Revenue Service or any other U.S. federal taxing authority or agency or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein.

Final Regulations Regarding Disregarded Entities Released