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FRANK BROWN

Frank Brown practices in the corporate, taxation, estate planning, and real estate law areas. He has extensive experience in the organization, financing, and taxation of entities, and in the negotiation and documentation of business, real estate, and financing transactions.

Representative Experience

  • Representation and tax planning for closely held technology corporation, and negotiation and documentation of sale of stock for cash, contingency escrows, and earn outs exceeding $100M
  • Representation of seller in buy-out of equity partner, sale of eight office buildings to new venture, and negotiation and documentation of continuing participation by affiliate of seller in purchasing venture
  • Formation of single and multiple member entities to acquire, operate, and sell business aircraft. Negotiation and closing of purchase, sale and refinancing of business jets and turbo prop aircraft, and documentation of management and use agreements
  • Representation of purchaser in negotiation and documentation of contract to purchase, and due diligence activities for 34,000 acre tract of land and water rights in four counties including mine, utility plant, and industrial sites
  • Ongoing representation of holding company with multiple specialty contractor subsidiaries, including sale of several subsidiaries to key-management members, issuance of stock to key-employees, structuring of bonding, insurance and administrative affiliates, and sale of subsidiaries to third parties
  • Representation of regional home builder, including negotiation and documentation of acquisition of Texas operations of national builder by merger, equity partner investments, revolving lines of credit, mezzanine financing, equity partner redemptions, and bulk sale of assets
  • Representation of numerous land investors in tax planning, structuring and documentation of sales to affiliated development entities, and in tax planning for like-kind exchanges
  • Representation of investor purchaser of bond reimbursement rights from bankruptcy trustee for insolvent developer. Negotiation and documentation of acquisition and trustee conveyance documents
  • Representation of numerous clients in the formation, capitalization, and gift tax planning for family entities, and in the documentation of trusts owning entitiy interests for the benefit of family members
  • Representation of landowner in assemblage of 10,000 acre ranch by purchase and estate settlement, and in subsequent seller financed sale of ranch to developer of master planned community
  • Representation of investors in sales of multi-family sites to apartment developers, and in participation by affiliates of investors in equity, asset management, financing, and fees of purchasing ventures
  • Representation of seller of 400 acre waterfront hotel and golf resort site, including negotiation, documentation, and closing of sale and purchase agreement, easements, restrictive covenants, and utility agreements
  • Representation of developer of master planned community of 6,500 acres for twenty year term of acquisition, entitlement, development, and build-out, including financing and equity participations, land sales, and liquidation on completion of build-out
  • Representation of publicly held builder in formation of joint venture to acquire and develop 2,100 acre tract for master planned community, and negotiation of LLC company agreement, business plan, and governance documents for venture
  • Representation of developer of 4,000 lot master planned commercial and residential tract, including municipal utility districts, seller MUD reimbursement participations, development financing, and fifteen year rolling option acquisition agreement

Professional/Community Involvement

Frank Brown is a member of the Real Estate, Probate, and Trust Law, and the Tax sections of the State Bar of Texas, and is a Life Fellow of the Texas Bar Foundation. He is a member of the Estate, Real Estate, and Corporate sections of the Austin Bar Association (ABA) and the Tax Study Group of Austin. Frank became a Certified Public Accountant in Texas in 1976, but does not practice public accounting and has not maintained a CPA license.

Frank served as a fighter pilot and instructor pilot in the U.S. Air Force, and attained the rank of Captain with over 3,000 hours of flying time, including 192 combat missions in Southeast Asia. He is an aircraft owner and continues to fly for business and pleasure.