1, Fryar Law Firm, P.C. is a boutique business litigation ... · Yeshiva of Greater Washington,...

Fryar Law Firm, P.C. Shareholder Oppression Attorneys Knowledge Makes the Difference® 912 Prairie Street, Suite 100 | Houston, Texas 77002-3145 | t: 281-715-6396 ext. 101| f: 281-715-6397

[email protected] | www.ShareholderOppression.com

FIRM RESUME

M A R C H 1 , 2 0 1 4

Fryar Law Firm, P.C. is a boutique business litigation Firm focusing its practice almost exclusively on minority shareholder oppression, squeeze-outs, and other business partnership disputes. The Fryar Law Firm represents both majority and minority shareholders and business owners in the litigation of business ownership and owners’ rights disputes. Our practice is devoted to protecting business owner rights and fighting minority shareholder oppression. Our attorneys help thousands of business owners all over the country. You are not at the mercy of your business partners. We discretely advise business owners how to avoid or how to prepare for litigation. We consult with other lawyers to find the strongest litigation strategy and legal theories. We fight for our clients in the courtroom and get results. We bring to our clients a solid record of achievement and the knowledge, skill, and tenacity to get the job done. The shareholder oppression cause of action is less than 40 years old, and the courts’ slow recognition of fiduciary responsibilities owed to minority shareholders is still evolving. Many lawyers are not experienced in this area of the law, and many business lawyers ignore the new legal restraints on the exercise of corporate power. Ignorance of the law can be disastrous in this area. We have found that knowledge makes the difference in advising our clients and in successfully prosecuting these claims. At Fryar Law Firm, we have devoted countless hours to researching and writing in this area, including the Shareholder Oppression Blog and the information at www.ShareholderOppression.com--which is the most comprehensive free information resource available to minority shareholders anywhere.

At Fryar Law Firm, P.C., we don’t just claim to know our stuff, we demonstrate it.

“Superb job in the courtroom” J.N. Turpin, minority shareholder

“The quality that you have exhibited in your legal representation for us has been unsurpassed.”

Jim Williams, business owner



Practice Areas Fryar Law Firm’s particular focus is on the protection of the rights of persons who own stock or partnership interests in private businesses. We have handled significant cases on the ‘cutting edge’ of the law of shareholder oppression, including many cases that have generated published opinions breaking new legal ground. Shareholder Oppression Our principal area of practice is shareholder oppression—cases involving the legal rights and duties in closely-held corporations, S-corporations, partnerships, and other private business entities. Our cases involve issues of breach of fiduciary duties, shareholder rights, inspection of corporate records, squeeze-outs, and buy-outs. We represent business owners in disputes with their co-owners, shareholders, corporate officers and directors, partners, and members of limited liability companies.

Shareholder Derivative Suits We also represent shareholders in derivative suits. Most of our cases also involve bringing claims on behalf of the corporation for misappropriation, usurpation of opportunities, theft of assets, mismanagement, and other forms of breach of fiduciary duties.

Dissenter’s Rights When the law provides rights of dissent and appraisal designed to obtain a fair cash price for the minority shareholder’s ownership interest in a merger, we assist minority shareholders through the legal mine field of dissenter’s rights and help to obtain maximum value for our clients.

Consultation and Inspection Demands We assist clients in resolving disputes before litigation. We employ the legal mechanisms to compel majority shareholders to make corporate information available to their shareholders and to hold proper shareholders’ meetings. General Business Litigation Additionally, Fryar Law Firm, P.C. handles a range of general business litigation for our clients, including breach of contract, fraud, landlord-tenant disputes, employment litigation, covenants not to compete, defamation, and other disputes in the business world.



Our Philosophy of Practice Mission Statement

Fryar Law Firm, P.C.’s mission is to safeguard the American Dream of business ownership:

To advocate the rights of real people who have invested their lives and resources into private businesses; To stand up to abuse of corporate power; To restore and preserve fairness, justice, and respect for the interests of our clients.

Philosophy Fryar Law Firm takes its mission to protect the rights of business owners very seriously. We have given a lot of thought to our methods and objectives in practice so that we will achieve our mission. Fryar Law Firm seeks to provide business owners with outstanding legal representation by concentrating on delivery of

Greater SPEED -- you need your lawyer's attention now. You need answers to your legal questions now. Business owners cannot afford lengthy legal battles. Our methods are designed to respond to your needs quickly and to end legal disputes as speedily as possible. Unusual INGENUITY -- outside the box thinking aimed at producing winning strategies and solutions. Unprecedented ACCESSIBILITY -- you will never wonder what is going on in your case. Our systems are set up to afford you instant access to the status of your case and to your case file 24-7. Maximum PREDICTABILITY and COST EFFICIENCY -- Our billing methods are aimed at providing maximum cost effectiveness. Our methods of case preparation incorporate risk analysis that predicts to the maximum extent possible the value and likely outcome of litigation.

Methods We are an ALL APPLE FIRM. We have committed to the extra expense of equipping all of our attorneys and key support staff with Apple Macs and MacBooks. We believe that the greater speed, reliability, capability, and security of the Apple platform allows us to provide better legal services to our clients. We are PAPERLESS and MOBILE. All of our documents are kept in electronic form and are available to everyone on the team over a secure internet virtual network. This method of practice greatly reduces our overhead and allows us incredible flexibility. There is little difference to us whether the case is filed down the street or across the country. We take maximum advantage of the newest COLLABORATION TOOLS. Our clients have direct, secure access to their case files and can take a direct role in the preparation of their cases. We use an on-line billing system that allows clients to know exactly how much and for what they are being billed, and to pay electronically if they wish. We utilize sophisticated TRIAL PREPARATION and PRESENTATION TECHNOLOGY. We are able to make persuasive and informative presentations at trial and have the ability to generate our trial materials without the excessive cost of outside consultants. But by far, the greatest value that we deliver to our clients comes from our NARROW PRACTICE FOCUS. By focusing our practice area on shareholder oppression and the rights of business owners, we go into every case thoroughly familiar with the legal issues, the most useful tactics, and the best approaches in these types of cases. We do not have to reinvent the wheel. We already know the traps for the unwary and the mistakes that are frequently made on both sides of these kinds of disputes.



OUR PROFESSIONALS

Eric Fryar, Senior Attorney Education

University of Arizona, Tucson, AZ (B.A.‐English with High Honors) 1985. University Honors Program Graduate, National Debate Tournament (1983, 1984, 1985); Phi Beta Kappa.

University of Texas School of Law, Austin, TX (Juris Doctor with High Honors) 1988.

Texas Law Review (Articles Editor; Outstanding Student Note); Order of the Coif.

Professional History

Fryar Law Firm, P.C., Houston, Texas, 2006–present. Zimmerman, Axelrad, Meyer, Stern & Wise, P.C., Houston, Texas, 2001–05. Fryar & Fryar, Houston, Texas, Partner 1997–2001. Susman Godfrey, L.L.P., Houston, Texas, Associate 1989–93, Partner 1993–97. Judicial Clerk to the Hon. Thomas M. Reavley, United States Court of Appeals for the Fifth Circuit, Austin, Texas 1988-89.

Licensed: State of Texas (1989); U.S. District Courts, Southern, Eastern, Western and Northern Districts of Texas, U.S. 5th Circuit Court of Appeals. Member: State Bar of Texas; American Bar Association.

Avniel Adler, Attorney Education

Yeshiva of Greater Washington, Silver Springs, MD (Bach. of Talmudic Law), 2005. Hofstra University School of Law, Hempstead, N.Y. (Juris Doctor), 2009.

Merit Scholarship; Jewish Law Students Assoc. (Treasurer). Professional History

Fryar Law Firm, P.C., Houston, Texas 2010–present. Clerk to the Hon. Martin E. Ritholtz, Queens County Supreme Court, Jamaica, N.Y. 2007. Yeshiva Derech Etz Chaim, Jerusalem, Israel–Asst. Lecturer in Talmudic Law 2005–2006.

Licensed: State of Texas (2010); State of New York (2010); Southern and Western Districts of Texas. Member: State Bar of Texas; American Bar Association; New York County Lawyer's Association.



Matthew Buschi, Attorney Education

Sam Houston State University, Huntsville, TX (B.A. English Cum Laude) 2001.

Sigma Tau Delta National Honor Society, Phi Sigma Tau National Honor Society, Golden Key National Honor Society; Senator, Student Government Association.

Hofstra University School of Law, Hempstead, N.Y. (Juris Doctor, Magna Cum Laude) 2008.

Citation of Excellence Award; Dean’s Scholar; Merit Scholarship.

Professional History Fryar Law Firm, P.C., Houston, Texas, 2010–present. Del Valle Law Firm, P.C., Houston, Texas, Associate, 2009–2010. Hofstra University School of Law, Hempstead, N.Y., Research Assistant, 2007–2008.

Licensed: State of Texas (2008); U.S. District Court, Southern District of Texas. Member: State Bar of Texas; Houston Young Lawyers.

Christina Richardson, Junior Partner Education

University of Houston, Houston, Texas (BFA Art History & History Summa Cum Laude) 2006. South Texas College of Law, Houston, Texas (Juris Doctor) 2009.

South Texas Law Review-Articles Editor; Langdell Scholar; Dickerson-Moore Humanitarian Award; WE Family Law Award; Academic Merit Scholarship.


Fryar Law Firm, P.C., Houston, Texas, 2010–present. Briefing Attorney to the Hon. Larry Weiman, 80th Judicial District Court, Harris County, Houston, Texas, 2009–2010.

Licensed: State of Texas (2009); Southern District of Texas. Member: State Bar of Texas; Garland Walker Inn of Court.



Caitlin Feste, Associate Education

Southern Methodist University, Dallas, Texas (B.A History, Magna Cum Laude) 2008.

University Honors Program Graduate; Robert Stewart Hyer Honors Society, SMY Distinguished Scholar Scholarship, Distinction Theses, History: “Examining Fate, Free Will and Divine Cruelty in Greek and Roman Works,” Golden Key Club, National Society of Collegiate Scholars, Alpha chi Omega

University of Houston Law Center, Houston, Texas (J.D. 2012). A.A. White Dispute Resolution Center Certificate in Advanced Arbitration Skills, Journal of Consumer and Commercial Law.


Fryar Law Firm, P.C., Houston, Texas, 2013–present. Hon. Jennifer W. Elrod at United States Court of Appeals For The Fifth Circuit –Judicial Intern (Houston, Texas-Fall 2011) Hon. Caroline E. Baker 295th Civil District Court of Harris County – Judicial Intern (Houston, Texas - 2010, 2011, 2012)

Licensed: State of Texas (2013), Southern District of Texas. Member: State Bar of Texas.

Rusty Sewell, Associate Education

Carnegie Mellon University, Pittsburgh, PA, (B.S., Public Policy & Management) 2009. United States Marine Corps Officer Candidate School, 2009 South Texas College of Law, Houston, Texas (J.D. Summa Cum Laude) 2013. South Texas Law Review, Articles Editor

Professional History Fryar Law Firm, P.C., Houston, Texas, 2013–present. Law Clerk, U.S. Attorney’s Office, Southern District of Texas, Organized Crime Drug Enforcement Task Forces, 2013 Judicial Intern, U.S. District Judge David Hittner, Southern District of Texas, 2011 Licensed: State of Texas (2013). Member: State Bar of Texas; American Bar Association; Houston Bar Association.



Paul Culotta, Financial Analyst Education: Louisiana State University, Baton Rouge, LA (B.A. Accounting). Professional History: 42 years in accounting and financial management, CFO of public and private companies, forensic accounting consulting. Licensed: Certified Public Accountant. Member: American Institute of Certified Public Accountants, Louisiana Society of Certified Public Accountants, Chartered Institute of Arbitrators, the Petroleum. Accountants Society of Houston, MIT Enterprise Forum of Texas.



What Our Clients Say Jerry Kozic, August 27, 2012, Minority Shareholder

“This was a most unusual legal process for all, and there is no doubt that without the expertise of the Fryar office in the field of shareholder representation and rights, the CMKM Shareholders would have never been granted access to these parties. Mr. Adler, Mr. Fryar and the whole office went out of their way to superbly represent, answer questions, inform and meet the needs of the CMKM Shareholders.”

Al Hartman, March 14, 2012, President, Hartman Income REIT

“Great job Eric and team. This was a real victory!” Julie Parsley, July 3, 2011, Consumer

“I cannot express how diligent and knowledgeable Eric and Christina were in representing my best interests. Christina did an outstanding job in getting the best settlement for me. The character and integrity in which she handled my case was second to none.”

Mike Tevis, January 18, 2011, Minority Shareholder

“Finding you was the best thing that could have happened in my case. As you know, I was at the final stage of trying to get anything back from my former partner. You immediately gained my trust and confidence. I knew that you really cared about my case and it was a privilege to have been a client of the Fryar Law Firm. Eric - you left no stone unturned, always letting me know what your thoughts on the case were. You never misinformed me on what the outcome could be. I admire your integrity and your legal expertise.”

Brad Johnson, August 17, 2010, Minority Shareholder

“Thanks for all your help on my Amtex case. I feel it was a great success. You and Eric did an outstanding and professional job and I feel the other side did not even have a chance. In fact, they were not able to make any real defense on any point.”

Al Hartman, February 26, 2010, Hartman Income REIT

“You did a fabulous job this week. ... I want to affirm one more time, that I really believe in you and you have gotten us excellent results. You are outstanding!”

Wang Yunping, November 23, 2009, Independent Business Owner, Beijing, China

“In April 2009, I had a commission dispute with one of the leading companies in the United States (or in the world). I was really quite concerned ... as this company seems so strong. I was unable to make much progress until I luckily got Mr. Eric Fryar as my legal representative in July 2009. Mr. Fryar has proved his deep knowledge and professionalism in law. His unusual discovery of the ‘hidden’ evidences makes my claim much bigger than expected, which positions me in a stronger position when mediating with the counterpart. Thus, this dispute could be solved very quickly by mediation in October 2009 and avoided the time consuming litigation process while a satisfactory recovery was achieved. If anybody is in trouble and looking for a lawyer, I believe Mr. Eric Fryar is the right senior legal counsel you can rely on.”

John Swanson Exdiam Corporation, Minority Shareholder

“It was a rough fight. You tackled and put on hold (until Justice was served) the largest mining merger in Canadian history.... Eric -- you faced the fire of adversity and prevailed due to your unique understanding of the law and refusal to be intimidated. … In the end, they were no match for your legal expertise.”

J. Frank Fernandes, Teacher Retirement System of Texas

“I was most impressed by the way you prosecuted our case. ... You knew how to appeal to the jury and their concerns. ... The most important thing, of course, is that you won.”

1, Fryar Law Firm, P.C. is a boutique business litigation ... · Yeshiva of Greater Washington,...

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