Biography
Dana F. Murphy is an attorney in Jackson Walker’s Dallas office with a broad-based transactional practice focused on mergers, acquisitions, divestitures, corporate governance, and commercial contracts.
Dana’s work includes entity formation and structuring, mergers and acquisitions, and drafting and negotiating loan instruments, master services agreements, confidentiality and non-disclosure agreements, and real property transfer documentation.
She routinely evaluates and advises clients on the practical implications of legal issues on business.
Representing an array of industries and sectors, Dana’s clientele includes high-net worth individuals, family-owned businesses, publicly traded entities, and private equity and operational investors.
Education
B.A., summa cum laude, University of Mississippi
- Phi Beta Kappa
J.D., with honors, The University of Texas School of Law
Bar Admissions
Texas, 2005
Mergers & Acquisitions
- Draft, negotiate and close stock and asset acquisition and sale transactions for clients in various industries, including preparation of asset purchase agreements, stock purchase agreements, financing and security documents, non-competition and confidentiality agreements, and related closing documents
- Analyze impacts of representations and warranties and indemnification provisions in transactions and negotiate solutions to deal with such impacts
- Draft promissory notes, deeds of trust, security agreements, and guaranties in connection with stock, asset and real estate purchase and sale transactions
- Perform legal due diligence for purchasers and prepare disclosure schedules for sellers in connection with transactions
Corporate Governance
- Form, maintain, and dissolve privately held business entities in various United States jurisdictions, including Texas, Delaware, and Nevada
- Draft organizational and governing documents, including company agreements, partnership agreements, joint venture agreements, bylaws, and buy-sell agreements, for newly-formed and existing joint ventures and business entities
- Advise clients regarding entity type and governance structures for each particular business
- Draft stock option and phantom stock agreements for key employees
- Assist clients with business reinstatement following failure to file franchise tax returns
- Prepare legal opinions regarding corporate status for various clients
Commercial Corporate
- Draft and negotiate master services agreements for clients in various business sectors, including midstream oil and gas
- Draft and negotiate non-disclosure and confidentiality agreements
- Draft commercial contracts for clients in various business sectors, including terminal services agreements, licenses, equipment leases, independent contractor agreements, and sales and services agreements
- Perform analysis of consequences of limitation of liability and indemnity clauses and draft such clauses in commercial contracts
Mergers & Acquisitions
- Lead attorney representing industry buyer in $17 million purchase of limited partnership with portfolio of commercial and residential real properties
- Primary drafter representing seller in $28 million stock and asset sale of industrial gas business
- Primary drafter representing seller in $19 million stock sale of car dealership
- Lead attorney representing alumni foundation of Texas public university merging into primary university foundation
Commercial Corporate
- Routinely counsel senior management and sales team members on implications of various contract terms and provisions
- Regularly advise clients on the legal and practical ramifications of day to day business issues and disputes as they arise
- Prepare demand letters in connection with disputes and draft settlement agreements in resolution of business disputes, including litigation
- Prepared library of standard form contracts for Houston based fuel distributor, including various fuel purchase and sale agreements and credit and security agreements
- Top Lawyer, Mergers & Acquisitions, H Texas Magazine, 2013-2018
- Texas Bar Foundation, Life Fellow
CLE Presentations:
- Business Entities 101;
- Corporate Entity Considerations for Non-Corporate Attorneys;
- Basics of Series LLCs;
- 2012 Legislation affecting Homeowner’s Associations; and
- Texas Franchise Tax and Choice of Entity
- State Bar of Texas, Business Law Section, Member
- Texas Bar Foundation, Life Fellow
- Ascension Episcopal School (Houston), Former President and Board Member