Welcome
Formed in 2008 by attorneys, each of whom have more than twenty years of experience and who have practiced together for almost all of that time, Ayres, Shelton, Williams, Benson & Paine, LLC owns the reputation of being comprised of members who are among Louisiana’s leading business law and litigation attorneys. We advise a variety of business clients, both large and sophisticated and small and focused, in a number of practice areas. We handle major transactions and litigation for public companies, but we understand and attend to the needs of new and emerging companies.
Our lawyers are known for their extensive experience and their commitment to excellence and professionalism. Our most experienced lawyers are actively involved in the matters we undertake.
History
Ayres, Shelton, Williams, Benson & Paine, LLC is a law firm of leading business and litigation lawyers. The firm’s founders are attorneys who have been engaged in the practice of law for an average of twenty years. Our founding members, having established reputations as preeminent attorneys in their fields, sought to establish a firm that would excel not only at problem solving but also at value innovation for their clients.
The firm has immediately become a major presence in the north Louisiana and east Texas business community, with many of the area’s most prominent businesses having sought our help. We understand the importance of maintaining strong relationships and the highest standards of integrity.
Principles
Ayres, Shelton, Williams, Benson & Paine, LLC’s attorneys understand that clients are our most valuable asset because they supply the challenges from which we derive personal and professional satisfaction. We share a philosophy that each client must have ready access to his legal team and know that his legal matters are being attended to as a priority. It is our attorneys’ goal to return phone calls reasonably promptly. The firm diligently furthers its client’s objectives and success using efficient and effective legal strategies and solutions.
Ayres, Shelton, Williams, Benson & Paine, LLC seeks to develop a strong relationship between the client and all members of the law firm. We endeavor to listen more than we talk and to learn what the client needs and wants. Our attorneys understand the importance of giving practical advice in the context of knowing the client’s business.
We constantly look for ways to make legal services more valuable to clients. We do our best to keep promises about when work will be completed, but we also do what we say we will do and get it done when we say we will. Ayres, Shelton, Williams, Benson & Paine, LLC lawyers arrive for meetings fully prepared, so that we are a real presence for our client. We seek and act on meaningful feedback from clients.
About Ayres, Shelton, Williams, Benson & Paine, LLC
Founded in 2008
11 people in their team
Practice areas
Languages spoken
Practice areas
Business
Business and Corporate Law
Our firm practices in all areas of business and corporate law, including formation, capitalization and operation of corporations, partnerships and limited liability companies. We draft stockholders’ and voting agreements, reviewing corporate and business governance policies and provide advice regarding structuring and re-structuring of companies. We maintain on-going relationships with both management and tax consultants and professionals to that end. We also provide legal counsel to distressed companies and stockholders on their rights on derivative actions, and the board of directors and other stockholders when presented with stockholder notices.
Commercial Transactions
The firm’s attorneys advise our business clients in all types of commercial and business transactions, including asset and equity purchases and sales, 1031 exchanges, leases, mergers, acquisitions and divestitures, secured and unsecured bank financing, seller financed sales and transactions involving all manner of assets such as real estate, equipment, inventory and accounts. We provide opinions in securitized transactions and serve as Louisiana counsel in financing and complex business arrangements. Our clients include local and regional businesses, banks, and other lending institutions.
Construction Law
Our attorneys negotiate and prepare construction contracts, both simple and complex, to minimize or eliminate difficulties in the construction process. From residential home building, subdivision planning and development, to multi-million dollar contracts, the firm’s lawyers have dealt with all types of construction disputes. The firm also has attorneys who can deal with sureties, bond claims, mechanics and materialmans liens, and all types of disputes related to the construction process. Through careful project planning, contract formation, and detailed consulting throughout the construction process, the firm hopes to minimize its clients’ needs for dispute resolution services following completion of the project.
Contracts
We have decades of combined experience in dealing with contracts of all types, from simple sales agreements to complex commercial leases, complex bond-financing arrangements, contracts with government entities, cooperative endeavor agreements, and agreements in all of the areas of business law in which we practice. We are available to review the contract for you and tell you if it will adequately protect you. We also advise clients on provisions of existing contracts and their alternatives when seeking to extend, terminate, or give notice of breach.
Finance and Financial Institutions
Our attorneys have a long history of service to Louisiana financial institutions and business and financial institutions engaged in secured lending in Louisiana. Our practice includes negotiation of loan commitments and loan agreements, perfecting mortgages and security interests in Louisiana collateral, and primary representation in multi-state lending transactions. We provide services to all types and sizes of financial institutions, including banks, credit unions and leasing companies, and represent borrowers in negotiating loan terms.
Mergers and Acquisitions
The firm’s attorneys have represented both buyers and sellers in mergers, advising them on a variety of corporate, securities, tax, contract, regulatory, environmental and real estate matters. The firm’s attorneys have experience in identifying the legal issues that arise in connection with these complex business combinations. Generally, the firm’s lawyers assist clients with all aspects of the transaction, from preliminary advice and due diligence, to negotiating the terms of the agreement, and finally closing the transaction.
Non-Compete and Non-Solicitation
We regularly negotiate and prepare enforceable contracts prohibiting competition with a business by shareholders in a corporation, by partners in a partnership, by members of limited liability companies, by employees of an employer, and by independent contractors.
Partnership Formation and Planning
We structure general partnerships, limited partnerships and limited liability companies, investment partnerships and joint ventures. We give advice both to existing partnerships on their tax position and to clients seeking to use partnership structures for specific tax-planning reasons. We assist with the complicated mix of income tax, corporation tax, capital gains tax and inheritance tax. We can review the effects of the mix of individual and corporate partners and residence and domicile status of the partners. Our planning considerations include these matters, the use of hybrid partnerships (with both individual and corporate partners) and “family partnerships” as an alternative to a trust for estate planning reasons.
Tax Credit Financing
Our attorneys have experience counseling investors, lenders, borrowers and development entities on tax credit programs including historic rehabilitation tax credits, low-income housing tax credits and energy tax credits. Our attorneys have dealt with a range of clients in the affordable housing and tax credit industry, and we provide comprehensive and informed representation, and cover everything from determining the best structure for the transaction to advising on complex tax issues. We also advise clients with respect to various state tax credit programs. We assist clients in understanding when state low-income housing tax credits are delivered to the owner and investors over the same period as the federal low-income housing tax credits, and when other state tax credits provide benefits over different periods of time. Likewise we advise clients concerning whether tax credits may be transferred. We are able to provide advice, representation and assistance with respect to Louisiana’s advantageous film tax credit available under the Louisiana Motion Picture Tax Incentive Act, which provides a significant tax credit incentive for qualified, Louisiana-based productions.
Oil & Gas
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Ayres, Shelton, Williams, Benson & Paine Lawyers who Practice in area above: Curtis R. Shelton, John R. Williams, Stephen J. Paine, and Jacob C. White
Area of Mutual Interest
We assist clients in negotiating area of mutual interest provisions as separate agreements and as a part of a farmout agreements, operating agreements and other contracts. Area of mutual interest and acreage or cash contribution provisions are often used to ensure that the parties share in acquisitions of rights in minerals in a specified contract area. The basic terms of such an agreement are that a party who acquires a mineral interest in a certain area must offer it to the other parties on a pro rata basis. An acreage or cash contribution clause provides that a party receiving a contribution of cash, or acreage lying outside of the contract area, toward the drilling of a well on the contract area must share it with the other parties. The purpose of the agreement or clause is to maintain the parties’ participation percentages in an area or, in the case of an acreage contribution clause, with respect to individual wells.
Farmout Agreements
Simply stated, an oil and gas farmout agreement is an agreement by one who owns drilling rights to assign all or a portion of those rights to another in return for drilling and testing on the property. We understand the complexities of farmout agreements, including the often overlooked tax implications thereof. Complicated tax rules govern the structure of a farmout agreement and dictate its terms. Entry into a farmout agreement should include consideration of the complicated tax rules that dictate its structure. Specific items that must be considered are the intangible drilling cost deduction, the IRS’s recognition of a farmout agreement as a “sharing arrangement” and Revenue Ruling 77-176. Key characteristics of the farmout agreement must be properly structured, including the duty imposed to drill, the “earning factor”, the type of interest earned, the number of wells concerned and the timing of issuing the assignment of the farmout acreage. We are please to assist our clients with the full array of issues arising from farmout agreements.
Landowners’ Rights
Our firm has chosen not to represent national oil, gas and energy companies, choosing instead to represent Louisiana and Texas local and regional companies and local landowners. In doing so, we have established our loyalty to the persons who live and work in our area and who have a long-term commitment to our community. As we do not represent the large energy companies, we are able to provide thorough representation to the interest of landowners in the protection of their rights, both in the negotiation of agreements and in litigation, where necessary.
Mineral Leasing
Having long assisted clients in the area of oil, gas and mineral leasing, we have represented and continue to represent parties in significant leasing transactions, not only in the Haynesville Shale play, but on a more general basis. We understand the importance of the clauses and riders in and to mineral leases, including the Pugh clause, and clauses limiting surface operations. Our attorneys are pleased to advise you with respect to your leasing matters.
Right-of-Way Agreements
Our lawyers negotiate terms of right-of-way agreements to include indemnity provisions in favor of the landowner, limitations on location of the right-of-way, maintenance of the land used, land restoration, provisions concerning depth of pipelines, fencing and livestock protection, warranty limitations, sound volume limitations and other provisions. We know what terms are and are not common and reasonable.
Royalty Transactions
A royalty is agreed upon as a percentage of the lease, minus what was reasonably used in the Lessee’s production costs. The royalty is paid by the Lessee to the owner of the mineral rights, the Lessor in the Lease. It is based on a percentage of the gross production from the property and is free and clear of all costs, except for taxes. Parties sometime choose to sell royalties quickly to convert their stream of income to a lump sum payment. We are pleased to provide our clients assistance with sales and purchases of royalties.
Sales of Minerals and Leases
As we have done with oil, gas and mineral leasing, we have represented parties in significant sales of minerals and leases. In doing so, we provide assistance in the areas of due diligence, terms of the purchase and sale agreement, and provisions in more complex transactions for farmout, area of mutual interest and operating agreements.
Tax Structuring
Parties receive income and gains in many forms in oil and gas transactions. These include delay rentals, shut in payments, bonus payments, royalty payments, crop damages, surface damages, right-of-way payments and others. Funds received may be taxed as ordinary income or as capital gains. In some instances self-employment taxes may also be owed. It is essential that a person participating in transactions involving oil, gas and minerals both understand the tax consequences of a given transaction and be assisted by counsel who can understand how the structure of a transaction may affect the taxation thereof. Our tax lawyers understand these issues and are qualified to examine them on an in-depth basis. Similarly, tax counsel can provide an understanding to the tax benefits that may be generated from participation in oil and gas activities, such as intangible drilling costs deductions, intangible completion costs deductions, depreciation, depletion allowance, tax credits and lease operating expenses.
Real Estate
Real Estate
Our attorneys have negotiated and concluded numerous real estate transactions, including developments, sales, leases, exchanges and financed transactions. The firm also counsels clients on the negotiation and preparation of purchase and sale agreements for all types of properties, such as oil and gas properties, offices, shopping centers and other developments, with a focus on commercial transactions.
Lawsuits & Disputes
Litigation & Dispute Resolution
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Ayres, Shelton, Williams, Benson & Paine Lawyers who Practice in area above: Lee H. Ayres, Curtis R. Shelton, J. Todd Benson, Dannye W. Malone and Jennifer N. Soto.
We handle virtually all kinds of litigation in the federal, bankruptcy, state and city trial and appellate courts. The focus of the firm in handling litigation matters is to bring the case to trial.
Our trial attorneys have extensive experience handling significant personal injury and products liability cases, malpractice and professional liability, business owners’ disputes, commercial litigation, construction litigation, creditor’s rights, insurance coverage and insurance defense matters. Cases that we try include bankruptcy, civil rights, class actions, mass torts, collections, and family law matters. Our attorneys also handle complex matters involving drugs and medical devices, environmental and toxic torts.
Our litigation attorneys are well versed in dispute resolution, both in court and through alternative dispute resolution. Our attorneys have successfully handled traditional trials and court settlements and appeals, along with arbitration proceedings (out-of-court litigation before an arbitrator instead of a judge) and mediation (out-of-court resolution of a dispute with the assistance of a neutral party, called a mediator).
Bankruptcy & Debt
Bankruptcy
Ayres, Shelton, Williams, Benson & Paine Lawyers who Practice in area above: Curtis R. Shelton and Jennifer N. Soto.
Chapter 11 Bankruptcy Law Center, PLC is a Shreveport-Bossier Louisiana Business Bankruptcy Law Firm that helps businesses and high net worth individuals file for Chapter 11 bankruptcy reorganization relief. Make no mistake about it, filing under Chapter 11 is a momentous event for the business and the Chief Executive Officer. Long before our firm places the bankruptcy petition in front of our clients for signature, our business bankruptcy lawyers make sure that our clients understand the process, appreciate their duties, and are aware of the costs and benefits of filing a Chapter 11 case.
A Chapter 11 Bankruptcy Reorganization Case has three phases, and it consists of the Case Filing Phase, the Administrative Phase and the Plan Confirmation Phase.
The Case Filing Phase starts when you contact the business bankruptcy lawyers at our Shreveport-Bossier Louisiana Office. Together we review and analyse your business operations to clarify and understand current circumstances; then, we determine how a reorganization plan might work for your business. Timing can be critical. If it is necessary to stop a foreclosure, tax seizure or land lord lock out, etc., a Chapter 11 Bankruptcy Petition can be filed immediately. The “section 362 automatic stay” which stops virtually all collection activity and protects and preserves assets and ongoing value is issued when the petition is filed. Numerous First Day and Administrative Motions must be filed to ensure compliance with the rules and requirements related to operating a business during a Chapter 11 Bankruptcy Reorganization case. All Schedules, Statements and Exhibits must be completed and filed.
The Administrative Phase begins as the business starts to operates as the debtor in possession under the protection of the bankruptcy court. Activity which would be considered within the ordinary course of business proceeds according to certain general guidelines and reporting requirements but without court intervention. Extraordinary events, such as the sale of assets or post bankruptcy borrowing, require notice and court authority. During this time you will also be working with your bankruptcy attorneys to develop the details of your Plan of Reorganization.
The Plan Confirmation Phase begins with the preparation of the Chapter 11 Plan of Reorganization and Disclosure Statement. A Chapter 11 Plan of Reorganization can restructure debt, reject unfavorable leases and contracts, resolve pre-bankruptcy litigation, write down debt in certain circumstances and provide for the orderly liquidation of some or all business assets. If it would be advantageous, the business may emerge from bankruptcy as a new entity with a different legal structure. A Disclosure Statement must be prepared, filed and approved by the court, and it must provide creditors with sufficient information to allow them to vote on the Plan of Reorganization. The creditors, which have been placed into various classes based on the nature of their claims vote to accept or reject the Plan, and at least one class must vote for plan confirmation.
The debtor in possession then emerges from bankruptcy as the Reorganized Debtor, and the old debts and obligations of the business are discharged and replaced by the provisions of the confirmed Chapter 11 Plan of Reorganization.