Sean Walsh is a partner in the Houston office of Lewis Brisbois and a member of the Complex Business & Commercial Litigation Practice.
Sean focuses his practice on complex, commercial litigation & bankruptcy, together with all aspects of the creation, operation, management, governance, wind-down and insolvency of business entities. Among a myriad of other matters, he has assisted clients in connection with:
- Transactions involving the purchase or sale of substantially all of a client’s assets, equity interests and/or real property;
- The planning, negotiation, preparation and administration of customer, vendor, intellectual property and executive employment agreements, including disputes over the creation, ownership and use of intellectual property and disputes over the violation of restrictive covenants arising under those agreements;
- Complex, business litigation disputes, including “bet-the-company” disputes before state, federal and administrative fora throughout the country, including tribunals in Texas, Michigan, Illinois, New York, Ohio, Georgia, Florida and California. In these matters, clients often engage me to serve as first-chair trial counsel;
- Business insolvency planning and proceedings, including: (1) commercial loan workouts; (2) Chapter 7, 11 & 12 Bankruptcy Proceedings (and related Adversary Proceedings); and related non-bankruptcy litigation matters;
- The planning, negotiation, preparation and administration of structured finance, mezzanine financing and other lending relationships, including commercial loan workout and related insolvency matters;
- Medical practice management relationships, academic and hospital affiliation relationships and physician credentialing and medical billing issues on behalf of healthcare providers, hospital systems and academic institutions;
- Disputes concerning alleged violations of state and federal securities laws, breaches of fiduciary duties and violations of duties owed to (and from) minority stakeholders and executive employees;
- The sale of substantially all an entity’s real and/or personal property, including the purchase or sale of the entity’s stock or LLC membership interests; and
- The planning, negotiation, implementation and administration of supply chain, employment and customer relationships on behalf of manufacturers, distributors and lenders, including litigation of disputes arising out of those relationships.
Primary Area(s) of Practice
- Complex Business & Commercial Litigation
- Bankruptcy & Insolvency
- State Bar of Texas
- State Bar of Michigan
- State Bar of Illinois
- Northern District of Illinois Trial Bar
- American Bankruptcy Institute
Awards & Honors
"Top Lawyers", D-Business Maganize
Presented to trade organizations such as the Original Equipment Supplier Association, the State Bar of Michigan (Annual Meeting on Mackinaw Island) and various securities broker/dealer groups, on issues concerning, among other things, supply chain & customer relationships and insolvency
University of Toledo College of Law
Juris Doctor, May 1993
- Top 20%
- Dean's List & Order of the Coif
Southern Methodist University
Bachelor of Arts, Biology & Spanish, May 1989
Representative Commercial Litigation Matters
- In re: University Pediatricians. Represented University Pediatricians (a 200-member, non-profit pediatrics group, that also served as the WSU School of Medicine, Department of Pediatrics) in connection with disputes with: (a) WSU and negotiations to affiliate with another academic institution and hospital system; and (b) minority member oppression.
- Infigreen Polymers, LLC (a / k / a Troy Polymers) v. Emery Oleochemicals LLC. Represented Troy Polymers in an intellectual property dispute arbitration in Cincinnati, Ohio. The dispute arose from Emery’s refusal to pay Troy Polymers the balance of an agreed purchase price for certain technology invented by Troy Polymers. Emery argued that the invention could not be commercialized, but following several days of trial before the arbitrator, secured a $1 Million award in favor of Troy Polymers.
- CH Royal Oak (Emagine Theaters Royal Oak) v. Alidade Capital. Represented Alidade Capital (a private equity fund created by Thomas Hammond, the founder of Flagstar Bank) and the owner of the real property at issue) in a dispute with Emagine Theaters over alleged breaches of the parties’ property management agreement, including the disposition of revenue collected by Emagine and its performance of its other obligations under the Parties’ agreements.
- SEC v. David Kirkpatrick (Coca Cola Enterprises). Retained by Coca Cola Enterprises to defend its national director of sales in an S.E.C. enforcement action, arising out of the securities’ fraud investigation of Kmart and its vendors related to Kmart’s practice of recognizing unearned advertising revenue. Resolved the action in favor of client by way of a consent decree without any admission of wrongdoing.
- Oxford Biomedical Corporation v. Life Technologies, Inc. Represented Oxford Biomedical in an action alleging unfair competition and breach of an intellectual property licensing / supply agreement concerning genetically engineered DNA used in pharmaceutical research. Following a jury trial in the U.S. District Court for the E.D. of Mich., secured a $12 plus Million jury verdict in favor of Oxford.
- JetPay Merchant Services, LLC v. David Tepoorten. Represented the defendant in an action filed by his former company, JetPay Merchant Services, LLC, an electronic payment processor and merchant services organization, in an action filed in the U.S. District Court for the Northern District of Texas. JetPay alleged that the defendant’s conduct cost JetPay a multi-million-dollar agreement with Susquahana Bank by sending anonymous, disparaging emails to Susquahana Bank officials. Following a protracted jury trial, however, the jury rendered a defense verdict.
Representative Business Transaction & Real Property Matters
- In re: American Home Fitness Stock Purchase. Represented American Home Fitness and its majority stakeholder in connection with the company’s purchase / redemption of the minority stakeholder’s interest in the company. Negotiated, drafted, executed and closed all of the agreements needed to complete the deal.
- In re: H.L. Claeys & Co. Represented H.L. Claeys and Co., a long-time commercial plumbing supply business, in connection with the sale of substantially all the company’s real and personal property for the benefit of the company’s creditors. The sale included two warehouse facilities in Oxford, MI and Warren, MI. Negotiated, drafted and closed all the agreements required to complete the transaction.
- Northern Concrete Pipe / Premarc & Grand River Infrastructure. Represented Northern Concrete, the buyer of substantially all the assets associated with the seller’s (Premarc’s and Grand River Infrastructure’s) primary manufacturing facility through a §363 bankruptcy auction sale. Handled all aspects of the transaction, including the required bankruptcy work.
- L&W Engineering Company, Inc. / Lapeer Metal Stamping Companies. Represented L&W Engineering in all aspects of its purchase of substantially all of the assets of Lapeer Metals, which had been used by Lapeer to provide automotive component parts and services to General Motors and to the Ford Motor Company.
- Cadence Innovation / Collins & Aikman (a Chapter 11 Debtor-in-Possession). Represented Cadence in connection with its negotiations to purchase substantially all of the assets of Collins & Aikman’s plastic component part business. Although the Parties engaged in protracted negotiations, no agreement was ever reached, and the assets were purchased by another buyer.
- In re: Midwest Products Finishing, Inc. (Fifth Third Bank). Represented Midwest Products Finishing (later retained directly by Fifth Third Bank) in connection with the company’s wind down of its operations and auction sale of substantially all its assets to a single buyer as a going concern. The sale generated proceeds in excess of the company’s secured debt to Fifth Third Bank.
Representative Insolvency, Work-Out & Bankruptcy Matters
- Halston, L.L.C. V. Heller Financial, Inc. Represented Heller Financial and its bankruptcy-remote subsidiary, HF6, Inc., in an action filed in the Southern District of New York by the plaintiff / purchaser of the marks and operating assets associated with the Halston™ business. The dispute resolved favorably, and Halston, LLC continued with the Halston™ business.
- In re: Universal Map Enterprises, Inc. Represented Universal Map (a Chapter 11 debtor-in-possession) throughout its Chapter 11 Case, culminating in a §363 auction sale of substantially all the company’s assets as a going concern. The sale generated proceeds in excess of the balance of the secured lenders’ debt.
- Always Christmas, Canterbury Village & Indianwood C.C. / Fifth Third Bank. Represented the three borrower / guarantor entities and the principal stakeholder in connection with the restructuring and workout of more than $20 Million in secured debt owed to Fifth Third Bank, including the liquidation of substantially all the inventory of Always Christmas’ mail-order business.
- L&L Food Centers / Citizens Bank (n / k / a Huntington Bank). Represented Citizens Bank (n / k / a Huntington Bank) in connection with the wind down, liquidation and sale of substantially all the company’s operating assets through a receivership action filed in the Ingham County Circuit Court. The assets were sold as a going concern to maximize the bank’s recovery.
- First Merit Bank (n / k / a Huntington Bank) / J&B Products & Joseph Bommarito. Represented First Merit (n / k / a Huntington Bank) in connection with its efforts to collect from its defaulting guarantors and borrower – a custom tanning bed manufacturer and distributor in Sagina.
- In re: ASC, Inc. (n / k / a St. James, Inc.). Represented ASC, a Chapter 11 Debtor-in-Possession, throughout its Chapter 11 case and successfully closed the sale of substantially all of ASC’s assets for approximately $24 Million through a §363 auction sale.
- In re: Darren McCarty. Represented Darren McCarty’s ex-wife in Mr. McCarty’s Chapter 7 Bankruptcy case and in a related Adversary Proceeding, filed due to Mr. McCarty’s prior assignment of a portion of his NHL salary and NHL buyout proceeds to Michigan Heritage Bank.
Foreign Language Capabilities
Sean is fluent in Spanish, having lived in Cuernavaca, Morelos, Mexico, and taught Spanish to foreign diplomats in anticipation of their diplomatic postings at El Centro Bilingue.