Richard L. Waggoner
Practice Areas
Experience
- Corporate Governance
- Mergers, Acquisitions, & Divestitures
Biography
Richard Waggoner focuses his practice on (i) sell-side M&A transactions, (ii) real estate joint ventures, (iii) acting as outside general counsel for his clients, and (iv) governance matters.
Richard has spent over 30 years representing hundreds of clients on buy-side and sell-side M&A transactions. Over the last decade, he has focused on the sell-side helping many of his long-time clients and new clients achieve successful sales of  their companies. Prior to a client engaging in a sell-side transaction, Richard thoroughly explains the steps to be taken to properly prepare in order to maximize value, reduce negotiating contingencies, and reduce post-closing claims. He advises sell-side clients on the different transaction types (asset sale, equity sale, or merger), the different sale processes (single buyer negotiation, limited auction, or full auction),  whether to  engage an investment banker, and explains the overall steps in the sale process (confidentiality agreement, due diligence, letter of intent, negotiation of definitive transaction documents, closing, and post-closing). Richard is there for his clients at every step of the sell-side M&A process.
Richard has assisted numerous real estate investors and owners in negotiating all aspects of their joint ventures, including as to formation, financing, governance, operations, reporting, and exit. His real estate joint venture work includes distribution centers, hospitality assets, multi-family projects, office buildings, raw land, and retail projects.
Richardâs sharp legal acumen and sophisticated understanding of complex corporate issues developed over decades of experience have allowed him the opportunity to serve as a valued outside general counsel for a variety of companies, including several private equity-controlled portfolio companies. Having been personally involved in assisting clients with almost every kind of business or legal issue, Richard regularly acts as a valued legal advisor and business counselor for clients.
Richard is widely recognized as a corporate governance lawyer who regularly advises boards of directors, board committees, and other governing authorities on complex governance matters.
Richard is known for his high level of client service and responsiveness and has a well-earned reputation for being practical and proactive in crafting and implementing creative solutions to difficult business issues and legal issues.
Education
B.A., with high honors, The University of Texas at Arlington
J.D., cum laude, Texas Tech University School of Law
Bar Admissions
Texas
Sell-Side M&A Transactions
- Lead attorney for Westerman Ltd. in the sale of 100% of the stock of J-W Energy Company and its wholly-owned subsidiary J-W Power Company, a privately-held compression and manufacturing company, in its sale to USA Compression Partners, LLC for $860 million in cash and common units of USA Compression Partners, LP (2026)
- Advised CEC Facilities Group, a leading specialty electrical and mechanical contractor, in its $505 million sale of assets to Sterling Infrastructure, Inc. (Nasdaq: STRL) (2025)
- Lead attorney for Centennial Real Estate, a national retail real estate owner and operator, in connection with a strategic investment in Centennial by Lincoln Property Company (2024)
- Lead attorney for Zyston, LLC, a provider of comprehensive end-to-end cybersecurity solutions that enable businesses to improve their security posture and program management maturity, in connection with a strategic growth investment in Zyston by Sverica Capital Management (2023)
- Lead M&A attorney for KDC, an award-winning national developer of commercial office buildings, corporate build-to-suit facilities and mixed-use projects, in the (a) sale of a 50% equity interest to Cadillac Fairview, the global real estate arm of the Ontario Teachersâ Pension Plan, and (b) formation with Cadillac Fairview and KDCâs long-time partner, Compatriot Capital, a wholly-owned subsidiary of Sammons Enterprises, Inc., of an $800 million U.S. commercial office and mixed-use fund (2021)
- Lead M&A attorney for North Texas-based water company that rents and services water coolers in equity sale to a leading international provider of filtered water solutions (2020)
- Lead M&A attorney for Dallas-based American Group Insurance Service, Inc., a top insurance brokerage company in the United States, in the sale of its equity to Integrity Marketing Group, LLC, the nationâs largest independent distributor of life and health insurance products (2020)
- Lead M&A attorney for S.O.T. Abrasives & Equipment, a highly regarded Dallas-based multi-location specialty distributor, in its sale to a PE portfolio company (2018)
- Lead M&A attorney for PE portfolio company in auction sale to a PE portfolio company (2018)
- Lead M&A attorney for Excentus Corporation, a leading provider of loyalty and coalition marketing solutions, in its sale by merger to PE-owned PDI, a leading global provider of enterprise software solutions to the convenience retail, wholesale petroleum, and logistics industries (2018)
- Lead M&A attorney on PE-backed energy service companyâs sale of certain assets (2016)
- Lead M&A attorney on sale of assets of the automotive transport division of The Waggoners Trucking to United Road Services, a Charlesbank Capital Partners portfolio company (2013)
- Lead M&A attorney on sale of tile manufacturing division of international manufacturing and distributing company (2011)
- Lead M&A attorney on $60 million sale of Kansas oil & gas interests by Amadeus Energy Limited to PE-backed buyer (2010)
- Lead M&A attorney on sale of global authentication product and services provider Authentix, Inc. to Carlyle Group and J.H. Whitney (2008)
- Lead M&A attorney on $1.65 billion enterprise value sale of GNC (General Nutrition Centers) to Ares Management and Ontario Teachersâ Pension Plan (2007)
Buy-Side M&A Transactions
- Lead US attorney for European investment company in its acquisition of Danish power company (2019)
- Lead US attorney for global investment company in its acquisition of minority interest in Danish company (2019)
- Represented PE portfolio company in add-on acquisition of foreign entity (2018)
- Lead M&A attorney for PE portfolio companyâs purchase of multi-location healthcare business (2018)
- Lead US attorney for US and European PE firm in purchase of equity of European and US software provider (2017)
- Represented PE firm in purchase of distributor of electronic measurement solutions (2017)
- Lead M&A attorney on PE firmâs purchase of multi-location healthcare business (2017)
- Lead attorney on PE-backed insurance services providerâs purchase of equity of California-based specialized environmental services provider (2015)
Real Estate Joint Ventures
- Represented investor/developer in the formation of joint venture to own and develop 157 acres in Colorado (2022)
- Represented investor/developer in the formation of an $800 million U.S. commercial office and mixed-use fund (2021)
- Represented investor in formation of joint venture to purchase approximately 300,000 SF multi-tenant industrial/warehouse facility in Tarrant County, Texas (2021)
- Represented investor/developer in formation of joint venture to purchase and develop eleven acres in Collin County, Texas (2021)
- Represented investor in formation of joint venture to purchase and renovate resort hotel (2020)
- Represented investor/developer in formation of joint venture to purchase and develop retail property in Grand Prairie, Texas (2020)
- Represented investor in formation of joint venture to purchase 46,000 SF multi-tenant neighborhood retail center in Garland, Texas (2020)
- Represented investor/developer in formation of joint venture to develop multi-building warehouse facilities in Denver, Colorado (2019)
- Represented investor in formation of joint venture to purchase 144,000 SF single tenant industrial building in Ellis County, Texas (2019)
- Represented investor/developer in formation of joint venture to purchase and develop five retail/restaurant PAD sites in Mesquite, Texas (2019)
- Represented investor in formation of joint venture to purchase and renovate resort hotel (2019)
- Represented investor in formation of joint venture to purchase and lease-back single-tenant 50,000 SF industrial building on eleven acres in Garland, Texas (2019)
Corporate Governance
- Represented independent directors of a public company for the proposed sale of the company
- Represented public company in board self-evaluation process
- The Best Lawyers in America (Woodward/White Inc.), 2016-2026
- Corporate Law, 2016-2026
- Mergers and Acquisitions Law, 2026
- Texas Super Lawyer â Mergers & Acquisitions, Super Lawyers by Thomson Reuters, 2013-2016, 2021-2025
- “Best Lawyers in Dallas,” D Magazine, 2019-2020
- AV Preeminent, Martindale-Hubbell
Jackson Walker Congratulates 2025 Texas Super Lawyers and Rising Stars
Jackson Walker is pleased to announce the recognition of 75 attorneys by Thomson Reutersâ Super Lawyers in the 2025 “Texas Super Lawyers” list, as well as 66 attorneys as “Texas Rising Stars” for 2025. Each year, less than 5% of attorneys are selected to Super Lawyers and 2.5% to Rising Stars. Selection is based off of peer nominations that are then reviewed by a research team. Each nominee is evaluated on his or her professional accomplishments, peer recognition, and community involvement.
Attorney News • September 18, 2025
âThe Best Lawyers in Americaâ Features 350 Jackson Walker Attorneys in 2026 Edition, Including 10 âLawyers of the Yearâ and 106 âOnes to Watchâ
The Best Lawyers in America, a widely regarded guide to legal excellence, has recognized 350 Jackson Walker attorneys across 87 specialty practice areas in its 2026 edition, including 10 Lawyers of the Year and 106 Ones to Watch.
Attorney News • August 21, 2025
Jackson Walker Congratulates Its âTexas Super Lawyersâ of 2024
Jackson Walker proudly announces the selection of 71 attorneys to Thomson Reutersâ 2024 âTexas Super Lawyersâ list.
Each year, less than 5% of attorneys in Texas are named to the list. Selection is based off of peer nominations that are then reviewed by a research team. Each nominee is evaluated on his or her professional accomplishments, peer recognition, and community involvement.
Attorney News • September 17, 2024
‘The Best Lawyers in America’ Features 306 Jackson Walker Attorneys in 2025 Edition, Including 9 “Lawyers of the Year” and 75 “Ones to Watch”
The Best Lawyers in America has recognized 306 Jackson Walker attorneys across 81 specialty practice areas in its 2025 edition, including 9 Lawyers of the Year and 75 Ones to Watch. In this yearâs guide, Jackson Walker saw the largest number of attorneys in the areas of Commercial Litigation (75 attorneys) and Real Estate Law (55 attorneys) and the addition of 27 attorneys as Best Lawyers.
Attorney News • August 15, 2024
Jackson Walker Congratulates Its “Texas Super Lawyers” of 2023
Each year, less than 5% of attorneys in Texas are named to the list. Selection is based off of peer nominations that are then reviewed by a research team. Each nominee is evaluated on his or her professional accomplishments, peer recognition, and community involvement.
Attorney News • September 19, 2023
‘The Best Lawyers in America’ Honors 287 Jackson Walker Attorneys in 2024 Edition, Including 12 “Lawyers of the Year” and 80 “Ones to Watch”
The Best Lawyers in America has recognized 287 Jackson Walker attorneys across 5 offices and 82 specialty practice areas in its 2024 edition, including 12 Lawyers of the Year and 80 Ones to Watch. In this yearâs guide, Jackson Walker saw the largest number of attorneys in the areas of Commercial Litigation (66 attorneys) and Real Estate Law (60 attorneys) and the addition of 35 attorneys as Best Lawyers.
Attorney News • August 17, 2023
Jackson Walker Congratulates Its 64 “Texas Super Lawyers” of 2022
Each year, less than 5% of attorneys in Texas are named to the list. Selection is based off of peer nominations that are then reviewed by a research team. Each nominee is evaluated on his or her professional accomplishments, peer recognition, and community involvement.
Attorney News • September 21, 2022
‘The Best Lawyers in America’ Honors 214 Jackson Walker Attorneys in 2023 Edition, Including 11 “Lawyers of the Year” and 41 “Ones to Watch”
The Best Lawyers in America has recognized 214 Jackson Walker attorneys across 6 offices and 79 specialty practice areas in its 2023 edition, including 11 Lawyers of the Year and 41 Ones to Watch. Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas.
Attorney News • August 18, 2022
Jackson Walker Congratulates Its 57 “Texas Super Lawyers” of 2021
Each year, less than 5% of attorneys in Texas are named to the list. Selection is based off of peer nominations that are then reviewed by a research team. Each nominee is evaluated on his or her professional accomplishments, peer recognition, and community involvement.
Attorney News • September 22, 2021
‘The Best Lawyers in America’ Honors 178 Jackson Walker Attorneys in 2022 Edition, Including 8 “Lawyers of the Year” and 31 “Ones to Watch”
The Best Lawyers in America has recognized 178 Jackson Walker attorneys across 6 offices and 67 specialty practice areas in its 2022 edition, including 8 Lawyers of the Year and 31 Ones to Watch. Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas.
Attorney News • August 19, 2021
âThe Best Lawyers in Americaâ Honors 164 Jackson Walker Attorneys in 2021 Edition, Including 9 âLawyers of the Yearâ and 25 “Ones to Watch”
Jackson Walker congratulates the 164 attorneys who were selected by their peers as Best Lawyers, including 9 Lawyers of the Year and 25 Ones to Watch, across 6 offices and 66 specialty practice areas.
Attorney News • August 20, 2020
‘D Magazine’ Lists 20 Jackson Walker Attorneys Among Best Lawyers in Dallas 2020
Twenty Jackson Walker attorneys were recognized in the âBest Lawyers in Dallas 2020â list by D Magazine, one of the premier publications in the city of Dallas. To be recognized in the list, attorneys must be nominated by their peers on the basis that they offer unmatched counsel in one of 40 categories.
Attorney News • April 24, 2020
‘The Best Lawyers in America’ Honors 109 Jackson Walker Attorneys in 2020 Edition, With Eight Named “Lawyers of the Year”
Jackson Walker congratulates our 109 attorneys named to U.S. News & World Report’s Best Lawyers in America 2020 list, including eight attorneys who were named “Lawyers of the Year.”
Attorney News • August 14, 2019
‘D Magazine’ Lists 24 Jackson Walker Attorneys Among Best Lawyers in Dallas 2019
Twenty-four Jackson Walker attorneys were recognized in the âBest Lawyers in Dallas 2019â list by D Magazine, one of the premier publications in the city of Dallas. To be recognized in the list, attorneys must be nominated by their peers on the basis that they offer unmatched counsel in one of 40 categories.
Attorney News • April 19, 2019
Best Lawyers in America Recognizes 98 Jackson Walker Attorneys
Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas. For over three decades, recognition in Best Lawyers has been regarded by both clients and legal professionals as a significant honor, since an attorney cannot pay to be listed.
Attorney News • August 16, 2018
Jackson Walker Welcomes Larry Glasgow and Richard Waggoner to Corporate Group
Jackson Walker is pleased to announce the addition of Larry Glasgow and Richard Waggoner to the Corporate & Securities practice in Dallas. Larry and Richard each bring to the Firm over 30 years of experience in sophisticated transactions involving mergers and acquisitions and private equity.
Attorney News • July 10, 2018
Practice Experience
Sell-Side M&A Transactions
- Lead attorney for Westerman Ltd. in the sale of 100% of the stock of J-W Energy Company and its wholly-owned subsidiary J-W Power Company, a privately-held compression and manufacturing company, in its sale to USA Compression Partners, LLC for $860 million in cash and common units of USA Compression Partners, LP (2026)
- Advised CEC Facilities Group, a leading specialty electrical and mechanical contractor, in its $505 million sale of assets to Sterling Infrastructure, Inc. (Nasdaq: STRL) (2025)
- Lead attorney for Centennial Real Estate, a national retail real estate owner and operator, in connection with a strategic investment in Centennial by Lincoln Property Company (2024)
- Lead attorney for Zyston, LLC, a provider of comprehensive end-to-end cybersecurity solutions that enable businesses to improve their security posture and program management maturity, in connection with a strategic growth investment in Zyston by Sverica Capital Management (2023)
- Lead M&A attorney for KDC, an award-winning national developer of commercial office buildings, corporate build-to-suit facilities and mixed-use projects, in the (a) sale of a 50% equity interest to Cadillac Fairview, the global real estate arm of the Ontario Teachersâ Pension Plan, and (b) formation with Cadillac Fairview and KDCâs long-time partner, Compatriot Capital, a wholly-owned subsidiary of Sammons Enterprises, Inc., of an $800 million U.S. commercial office and mixed-use fund (2021)
- Lead M&A attorney for North Texas-based water company that rents and services water coolers in equity sale to a leading international provider of filtered water solutions (2020)
- Lead M&A attorney for Dallas-based American Group Insurance Service, Inc., a top insurance brokerage company in the United States, in the sale of its equity to Integrity Marketing Group, LLC, the nationâs largest independent distributor of life and health insurance products (2020)
- Lead M&A attorney for S.O.T. Abrasives & Equipment, a highly regarded Dallas-based multi-location specialty distributor, in its sale to a PE portfolio company (2018)
- Lead M&A attorney for PE portfolio company in auction sale to a PE portfolio company (2018)
- Lead M&A attorney for Excentus Corporation, a leading provider of loyalty and coalition marketing solutions, in its sale by merger to PE-owned PDI, a leading global provider of enterprise software solutions to the convenience retail, wholesale petroleum, and logistics industries (2018)
- Lead M&A attorney on PE-backed energy service companyâs sale of certain assets (2016)
- Lead M&A attorney on sale of assets of the automotive transport division of The Waggoners Trucking to United Road Services, a Charlesbank Capital Partners portfolio company (2013)
- Lead M&A attorney on sale of tile manufacturing division of international manufacturing and distributing company (2011)
- Lead M&A attorney on $60 million sale of Kansas oil & gas interests by Amadeus Energy Limited to PE-backed buyer (2010)
- Lead M&A attorney on sale of global authentication product and services provider Authentix, Inc. to Carlyle Group and J.H. Whitney (2008)
- Lead M&A attorney on $1.65 billion enterprise value sale of GNC (General Nutrition Centers) to Ares Management and Ontario Teachersâ Pension Plan (2007)
Buy-Side M&A Transactions
- Lead US attorney for European investment company in its acquisition of Danish power company (2019)
- Lead US attorney for global investment company in its acquisition of minority interest in Danish company (2019)
- Represented PE portfolio company in add-on acquisition of foreign entity (2018)
- Lead M&A attorney for PE portfolio companyâs purchase of multi-location healthcare business (2018)
- Lead US attorney for US and European PE firm in purchase of equity of European and US software provider (2017)
- Represented PE firm in purchase of distributor of electronic measurement solutions (2017)
- Lead M&A attorney on PE firmâs purchase of multi-location healthcare business (2017)
- Lead attorney on PE-backed insurance services providerâs purchase of equity of California-based specialized environmental services provider (2015)
Real Estate Joint Ventures
- Represented investor/developer in the formation of joint venture to own and develop 157 acres in Colorado (2022)
- Represented investor/developer in the formation of an $800 million U.S. commercial office and mixed-use fund (2021)
- Represented investor in formation of joint venture to purchase approximately 300,000 SF multi-tenant industrial/warehouse facility in Tarrant County, Texas (2021)
- Represented investor/developer in formation of joint venture to purchase and develop eleven acres in Collin County, Texas (2021)
- Represented investor in formation of joint venture to purchase and renovate resort hotel (2020)
- Represented investor/developer in formation of joint venture to purchase and develop retail property in Grand Prairie, Texas (2020)
- Represented investor in formation of joint venture to purchase 46,000 SF multi-tenant neighborhood retail center in Garland, Texas (2020)
- Represented investor/developer in formation of joint venture to develop multi-building warehouse facilities in Denver, Colorado (2019)
- Represented investor in formation of joint venture to purchase 144,000 SF single tenant industrial building in Ellis County, Texas (2019)
- Represented investor/developer in formation of joint venture to purchase and develop five retail/restaurant PAD sites in Mesquite, Texas (2019)
- Represented investor in formation of joint venture to purchase and renovate resort hotel (2019)
- Represented investor in formation of joint venture to purchase and lease-back single-tenant 50,000 SF industrial building on eleven acres in Garland, Texas (2019)
Corporate Governance
- Represented independent directors of a public company for the proposed sale of the company
- Represented public company in board self-evaluation process
Recognition & Accolades
- The Best Lawyers in America (Woodward/White Inc.), 2016-2026
- Corporate Law, 2016-2026
- Mergers and Acquisitions Law, 2026
- Texas Super Lawyer â Mergers & Acquisitions, Super Lawyers by Thomson Reuters, 2013-2016, 2021-2025
- “Best Lawyers in Dallas,” D Magazine, 2019-2020
- AV Preeminent, Martindale-Hubbell