Business and Commercial Litigation

Business and Commercial Matters

Entrepreneurs, employees, investors, FAs, ex-pats, and Fortune 500 companies rely on us to resolve issues involving non-competes, partnerships, the financial industry, breach of fiduciary duty, fraud, private equity, liquidity events, change in control, contracts and trade secrets.

We Understand Executives and Business Owners

Successfully resolving business disputes is not merely knowing how to win at trial. It requires appreciating how businesses operate and executives think. Dunn is an Adjunct Professor in SMU’s Executive EMBA program.  Dunn’s 20+ years of teaching, listening to and exchanging business ideas with successful execs enables him to reach business-smart solutions. Two of our attorneys,  Megan Smale and David Gross, gained valuable experience as in-house attorneys at large companies. This experience gives them a business person’s perspective on mergers, acquisitions, and transition issues.

Our Executive and Investor Clients

Our executive, investor and entrepreneur clients include: the CEOs/Presidents/founders of: American Airlines, Baker Hughes, Crow Holdings, Beck, Dave & Busters, FedEx, Glazer’s, Gold’s Gym, Grand Homes, Haggar, Halliburton Energy Services, Kinkos, Pepsi Bottling, Texas Capital Bank, Texas Tech University, United Airlines and Whataburger.

Our Corporate Clients

Some of our corporate clients are: CBRE, the world’s largest commercial real estate services and investment firm; Adecco, the world’s largest staffing agency; AIG; Outback Steakhouse; Beal Bank; Carrabba’s; Champion Home Builders; CIGNA; and Match.com.

Liquidity Events

A sample of the founders/owners we have helped with liquidity events or the sale of equity interests include: Buster Corley, co-founder of Dave & Busters; George Jones, co-founder and former Chairman, Texas Capital Bancshares; Angela Calvert, co-founder, ALM First Financial Advisors, LLC; Matt McIntyre, founder and former CEO of Puritan Financial; Phil Douglas, former Chairman, New Life Corp. Management Services; Marty Garvey, co-founder, Jake’s Hamburgers; and Rafael Dobrynski, CEO, Enfinity America Corp.

Protecting Your Reputation

In this instant messaging world, tweets go viral in seconds, putting companies and execs at risk for disparagement from disgruntled employees, unhappy customers, or unscrupulous competitors. Working with top PR firms, we help companies and individuals protect their reputations and manage a PR crisis. We act quickly so our clients, not their opposition, can control the external narrative.

Change-in-Control

We have advised C-level executives in mergers, change-in-control and “poison pill” battles involving Baker Hughes, Chevron, Dresser, FedEx, Frozen Food Express, GE Energy, Halliburton, Kinkos, Pizza Inn, Sperry-Sun Drilling, SunEdison, Unocal, the Williams Companies and other companies.

Testimonials

“I met Rogge early in his career when I was opposing counsel in an Austin lawsuit. Rogge impressed me then as someone who is creative, hardworking and dedicated to his clients. Years later we were on opposite sides of a significant case involving invasion of privacy where Rogge obtained a good result for his clients. If my firm needed a lawyer to defend it, I would hire Rogge.”

Jim Ewbank, Esq., Partner | Cokinis, Bosien & Young (Austin)

“Rogge is well known for his expertise in helping C-level executives. Not only is he a good counselor and trusted negotiator, he’s also an excellent trial attorney.”

Fred Perpall, CEO | Beck (Dallas)

“For many years Rogge has helped CBRE successfully resolve significant litigation and arbitration matters.”

Ellis Reiter, Jr., Formal General Counsel, Litigation | CB Richard Ellis (Los Angeles)

“I trust Rogge. When I decided to retire and prepare a secession plan, I sought Rogge’s advice.”

George Jones, Former CEO and Co-Founder | Texas Capital Bancshares (Dallas)

“I’ve watched trial lawyers try high profile cases from the Agent Orange Litigation to the Exxon Valdez oil spill trial. Rogge’s the best. Jurors love him.”

George Speckart, Ph.D., Jury Consultant | Courtroom Sciences, Inc. (Langley)

“For 20+ years, I’ve turned to Rogge to handle significant legal matters. Rogge’s nationwide experience with real estate, partnership, REIT and investment matters helps our company avoid legal problems. Rogge understands the big picture and also addresses the details.”

“Rogge is our trusted counselor and litigator.”

Tony Dona, Co-Founder | Thackeray Partners, Former CEO, Trammell Crow Holdings (Dallas)

Expertise backed by experience in all of the following areas:

  • Non-Competes

    We partner with companies to educate them with easy to use policies and procedures to ensure that their trade secrets are protected and their trade secrecy program will be well-received by a court when their trade secrets are at issue.
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    Companies work hard to develop, refine and protect their trade secrets.  In this era of corporate espionage, disgruntled employees, and hacking, smart companies pro-actively implement a quality trade secrecy program.  Indeed, if a company does not take reasonable efforts to protect its trade secrets, by law, it can lose them.

    We partner with companies to educate them with easy to use policies and procedures to ensure that their trade secrets are protected and their trade secrecy program will be well-received by a court when their trade secrets are at issue.  We review an employer’s policies and procedures and provide check lists, IT safeguards and other time-tested methods to protect their trade secrets.

    When necessary, we are ready to pounce on any former employee or competitor with a TRO to stop the theft, misappropriation use and/or distribution of our client’s trade secrets and confidential proprietary business methods.  Back in the 1980’s Rogge Dunn began enforcing non-competes and protecting trade secrets by filing TROs across the country for Outback Steakhouse, and later for ACE Insurance, Unified Investigations & Sciences, and DuraServe.

  • Liquidity Events

    The Rogge Dunn Group has wide ranging experience helping entrepreneurs and founders on the front end to ensure they do not lose the equity they work so hard to create and build.
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    A liquidity event is one of the most exciting and important events in an entrepreneur’s business life.  Every employee who is eligible for stock, RSUs, stock options, “phantom stock” and the like, should plan for a liquidity event.

    All too often, founders are abused by an acquiring entity, private equity/VC investors and even their own partners, members or shareholders.  The original agreements establishing an entity may be ambiguous, all of which can lead to an expensive legal battle.

    The Rogge Dunn Group has wide ranging experience helping entrepreneurs and founders on the front end to ensure they do not lose the equity they work so hard to create and build.

    We help entrepreneurs all along the way as they build their companies and prepare for a liquidity event.  And, when necessary, we aggressively enforce their rights and protect their interests.  We are able to guide most of our entrepreneur/founder clients through liquidity events without incident or rancor, and achieve a win/win result.

    David Gross was Vice-President of Human Resources and Associate General Counsel for U.S. Home Systems, Inc, which had 1,100 employees and operations in 45 locations in 27 states.  David was in-house counsel when Home Depot acquired U.S. Home Systems.  David continued to work for U.S. Home Systems/Home Depot after the acquisition.

    David’s experience gives him a business person’s perspective of mergers, acquisitions, and transition issues.

    A sample of some of the founders/owners we have helped with liquidity events and/or sale of equity interests include: Buster Corley, co-founder of Dave & Busters  link;  George Jones, co-founder and former Chairman and CEO of Texas Capital Bancshares  link; Angela Calvert, former owner and Member, ALM First Financial Advisors, LLC  link; Matt McIntyre, founder and former CEO of Puritan Financial  link; Phil Douglas, former Chairman and CEO, New Life Corp. Management Services  link; Marty Garvey, co-founder of Jake’s Hamburgers  link; and Rafael Dobrynski, CEO, Enfinity America Corp.  link.

     

  • Partnership Disputes

    The Firm protects the rights of shareholders and partners in complex, high stakes litigation involving issues inherent in a “business divorce.”
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    Claims by shareholders and partners in complex, high stakes litigation often arises internally within privately held businesses. The Firm’s plaintiff clients include minority shareholders (both individuals and groups) and limited partners who assert claims based on minority shareholder oppression and breach of fiduciary duty against majority owners in control of corporate entities and partnerships.

    The Firm also represents and protects the rights of majority and controlling shareholders, corporate officers, directors, managers and general partners against claims by those holding minority interests and other issues inherent in a “business divorce.”

  • Change-In-Control

    We have advised C-level executives in mergers, change-in-control and “poison pill” battles
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    We have advised C-level executives in  mergers, change-in-control and “poison pill” battles involving  Baker Hughes, Chevron, Dresser, FedEx, Frozen Food Express, GE Energy, Halliburton, Kinkos,  Pizza Inn, Sperry-Sun Drilling, SunEdison, Unocal, the Williams Companies and other companies.

  • Real Estate

    Our Firm has had the privilege of working with some of the most successful and professional real estate entrepreneurs and companies anywhere.
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    Our Firm has had the privilege of working with some of the most successful and professional real estate entrepreneurs and companies anywhere.  Our clients include CBRE,  Bill Cawley,  Tony Dona (formerly CEO of Trammel Crow Family Trust), Thackeray Partners, CASE Commercial  Real Estate and other real estate firms, entrepreneurs and REITs.

    We handle anything from contractual disputes, claims against appraisers, finder’s fees, disagreements over “promotes,” commission disputes, “trailing commissions” involving brokers who leave/get fired, partnership fights, TREC violations,  and all types of employment issues.

    Real estate concerns have also hired Dunn to investigate corporate governance and other sensitive matters. One of Dunn’s investigations was cited by the United States Court of Appeals for the Fifth Circuit as a basis for our client (CBRE) obtaining a summary judgment where it was being sued for more than $3 million.  Sandstad v. CB Richard Ellis, 309 F.3rd 893 (5th Cir. 2002).

    Rogge Dunn Group hosted the D CEO Real Estate Annual Release party at the firm’s Downtown Dallas office in January 2019. See the article from D CEO Magazine here.

    A sample of our results for real estate clients and representative matters that we are handling for real estate concerns include:

    • Successful negotiation of commission interests for Fortune 500 commercial real estate brokerage firm involving $65 million Austin land sale
    • Successful defense of Fortune 500 real estate company sued for $43 million over sale of Arkansas office park (Arkansas)
    • Successful negotiation of severance package for a departing partner including $165,000 cash payment and a 1% trailing interest in an estimated $800 million worth of real estate development deals
    • Ongoing representation regarding real estate issues and litigation for private equity real estate group with more than $1 billion in assets

    Testimonials from our real estate clients include:

    “For many years Rogge has helped CBRE successfully resolve significant litigation and arbitration matters.”

    –Ellis Reiter, Jr., Former General Counsel Litigation
          CB Richard Ellis (Los Angeles) 

    “For 20+  years   I’ve turned to Rogge to handle significant legal matters. Rogge’s nationwide experience with real estate, partnership, REIT and investment matters helps our company avoid legal problems.  Rogge understands the big picture and also addresses the details.”

    “Rogge is our trusted counselor and litigator.”

    Tony Dona, Co-founder
    Thackeray Partners, Former CEO, Trammell Crow Holdings (Dallas)

    “In our fast-moving industry we need a business-savvy attorney who can take action on a moment’s notice. Rogge is usually in the office by 5:30 a.m. and is available 24/7. We work on projects throughout the country and need outside counsel with a broad range of employment, business, and litigation experience. When we require help on significant legal matters, we turn to Rogge.”

    –Ran Holman, Former President
    GVA Cawley (Dallas)

    “When a high-level executive was accused of harassment and discrimination, we trusted Rogge to investigate. His thorough and fair investigation enabled our company to make the right decision.”

    –Wally Rosvall, General Counsel, Western Division
    CB Richard Ellis (Los Angeles)

     

  • Sarbanes-Oxley/Corporate Governance

    Our attorneys have been handling whistleblower cases since the 1980’s. Companies have hired us to investigate corporate governance and other sensitive matters.
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    Our attorneys have been handling whistleblower cases since the 1980’s,  including refusal to perform a legal act under the Sabine Pilot doctrine, Qui Tam, and  whistleblowing protected under various state and federal statutes.  We also assist clients who wish to report an employer or company to the IRS, the Department of Labor, the SEC or other regulatory bodies and receive  a “bounty” for reporting fraud.

    Companies have hired us to investigate corporate governance and other sensitive matters.  One of Dunn’s investigations was cited by the United States Court of Appeals for the Fifth Circuit as a basis for our client (CBRE) obtaining a summary judgment where it was being sued for more than $3 million.  Sandstad v. CB Richard Ellis, 309 F.3rd 893 (5thCir. 2002).

  • Medical Practice Disputes

    We represent doctors and practice groups in a variety of partnership and other business disputes.
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    We represent doctors and practice groups in a variety of partnership and other business disputes.  We have helped with everything from doctors’ disputes over hospital privileges and profit sharing to interns and residents who received a bad performance appraisals.  We are familiar with the unique and intricate provisions of statutes governing non-compete and non-solicits applicable to medical professionals and have litigated this issue across the state.

    General Counsels and in-house counsels at some of the largest medical providers in the country who were previously adverse to us,  later hired us when they had their own personal legal issues with their healthcare employer. We have taken on some of the biggest healthcare conglomerates for our clients, and successfully achieved our clients’ goals.

  • Class Actions

    Our attorneys have handled a number of class actions, mass actions and MDL lawsuits for Fortune 500 companies, individual employees and consumers.
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    Our attorneys have handled a number of class actions, mass actions and MDL lawsuits for Fortune 500 companies, individual employees and consumers. Those losses have involved everything from asbestos claims, sales tax, job classifications, overtime and other wage and hour issues.

    A representative sample of those class action cases include the following:

    • Successful defense and settlement of overtime claim claims by pumpers against an oil and gas company in Midland
    • Successful prosecution and settlement of class action lawsuit for 10 Park Rangers seeking upgraded status to become Dallas Police Officers Link
    • Successful defense of nationwide insurance carrier in 85 asbestos lawsuits filed by 2,500+ plaintiffs (Ohio)
    • Successful defense of Outback Steakhouse and Cinemark sued in class action filed in Beaumont.
    • Successful defense and settlement of overtime, travel time and job classification claims filed against an oil and gas company in San Antonio
  • Shareholder and Partnership Oppression

    Our experience with shareholder and partnership oppression enables us to see all angles, which makes us particularly effective at resolving these disputes.
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    Partners and majority shareholders own certain fiduciary or other duties to other partners, shareholders and members.  Those in control cannot use a corporate entity as their personal piggy bank or usurp business opportunities.

    When persons or entities with a controlling interest in an organization play favorites and fire certain officers or reduce their salaries, withhold distributions, inflate expenses or take other actions that are unfair or unjust, they may be liable for breach of fiduciary duty or shareholder/partnership oppression.

    Founders, entrepreneurs and equity owners hire us when their rights have been violated.  In addition, companies and majority shareholders hire us to defend them when they are sued for breach of fiduciary duty or oppression.  Our experience on both sides of this issue enables us to see all angles, which makes us particularly effective at resolving these disputes.  And, when necessary, taking them all the way to a jury trial or arbitration award.

    For more information on this issue click on Rogge’s interview with Forbes Radio regarding Shareholder Oppression  link.

  • Business Disparagement

    We help companies and individuals protect their reputations, manage reputational risk, and assist with risk management efforts in the event of a PR or legal crisis.
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    In this instant messaging world,  where tweets can go viral in a matter of seconds, companies are at risk for business disparagement from disgruntled employees, unhappy customers, or unscrupulous competitors.

    Working with top PR firms,  we help companies and individuals protect their reputations, manage reputational risk, and assist with risk management efforts in the event of a PR or legal crisis.

    Companies and individuals have hired us to determine the identity of anonymous posters, so  action can be taken to stop false and misleading posts.  We have also filed suit for companies and individuals against individuals or entities responsible for defamation and/or business disparagement.  We are ready to act promptly so our clients, not their opposition, can control the narrative to best insure that our clients’  reputations are protected.

    Our results include a $120,000 settlement for defamation for a radio personality in the financial industry and getting a New York law firm to remove defamatory statements about a financial advisor. (Client’s net $58,902).

  • Breach of Contract and Licensing Disputes

    The Firm handles a large volume of business litigation disputes, including breach of contract and licensing disputes.
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    The Firm handles a large volume of business litigation disputes including breach of contract, manufacturing and production agreements, executive employment agreements, confidentiality and non-disclosure agreements, corporate and partnership agreements, investment contracts and brokerage agreements, licensing contracts, insurance agreements, sales contracts, independent contractor issues, franchisor/franchisee matters and retail sales contracts.

  • Tortious Interference

    Our Firm has helped businesses file lawsuits for tortious interference and we have also been hired to defend companies who are being sued for tortious interference.
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    Occasionally a competitor will start hiring away a company’s top talent.  These are called “corporate raiding” or “brain drain” cases.  Even when an employer does not have its employees sign non-compete agreements the law affords protection, if another company improperly competes or tortiously interferes with an employee’s relationship with their employer.   A company can even file a tortious interference lawsuit when a competitor interferes with an at-will employee.

    Our Firm has helped businesses file lawsuits for tortious interference and we have also been hired to defend companies who are being sued for tortious interference.  Our extensive background with employment, non-compete and injunctive relief issues comes in handy in tortious interference cases.

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