Photo of Eduardo S. Espinosa

Eduardo S. Espinosa Member

Areas of Practice

Industries

Bar Admissions

  • Texas
  • Louisiana

Court Admissions

  • U.S. District Court, Northern District of Texas

Education

Tulane University Law School, J.D., 1995

Tulane University, M.B.A., 1995

The University of Texas at Austin, B.B.A., 1987

Language

Eduardo Espinosa advises clients regarding the legal and regulatory aspects of their commercial and transactional opportunities. His practice covers an enterprise’s entire lifecycle including: formation; capitalization; governance; domestic and international transactions; mergers and acquisitions; securities offerings; reporting requirements; and regulatory enforcement. In addition to private practice, Eddy has served as enforcement attorney for the U.S. Securities and Exchange Commission (SEC) and in-house counsel, including the general counsel’s role.  He complements his legal skills with a Master in Business Administration and a prior career in managerial accounting. Eddy’s ability to analyze situations from multiple legal and business perspectives enables him to craft pragmatic, often novel, solutions that are designed to maximize value and promote dispute avoidance/resolution.

Eddy concentrates his transactional practice in M&A, securities regulation, and corporate governance.  Eddy  represents buyers and sellers in energy, telecommunications, healthcare, food, real estate services, manufacturing, and financial services sectors. He has advised issuers, underwriters, broker dealers, investment advisers and investment companies regarding securities offerings and regulatory compliance matters; and has represented market participants before the SEC, the Texas State Securities Board and the Financial Industry regulatory Authority (FINRA).

On multiple occasions, state and federal courts have appointed Eddy as a receiver. Courts typically appoint Eddy at the request of a regulatory agency that has commenced enforcement proceedings and is concerned that the alleged fraudsters will dissipate the remaining assets. He has also been appointed as an ancillary receiver to conduct the orderly liquidation of in-state assets.  

Experience

Receiverships

  • Receiver over an $82 million securities fraud involving the sale of fractionalized life settlements and their derivatives. The assets’ liquidation value was approximately $0.40 per dollar invested. We reorganized the assets increasing the expected net distributable cash to $1.00 per dollar.

  • Receiver over an $13 million securities fraud arising out of material misrepresentations made by an EB-5 Regional Center and its affiliated entities.

  • Ancillary receiver to a Washington State receiver in connection with the liquidation of a 137 acre tract of land in Harris County, Texas. 

Mergers & Acquisitions

  • Sale of drilling/logging equipment, designer & manufacturer ($75.6MM)
  • Acquisition of home healthcare organization ($76MM)
  • Sale of various oil field salt water hauler/disposal enterprises (approx. aggregate value - $20MM)
  • Sale of commercial landscape firm.  ($12.5MM)
  • Sale of a water recycling business in the Marsalis Shale oil field services industry ($8.3MM)
  • Redemption of investment company founder’s interest ($4.5MM)
  • Redemption of founder's shares in the insurance services industry ($2.7MM)
  • 338(h)(10) stock sale of a metal recycling business ($2.2MM)
  • Acquisition of educational systems consultant’s assets  ($1.75MM)
  • Purchaser’s counsel for U.S./Mexico cross-border acquisition, manufacturing industry.

Securities Matters

  • Fund formations

  • Private placements, including offering materials, Reg D filings and blue sky coordination

  • Advise activist investor regarding acquisition thresholds, group participation, and relevant reporting obligations

  • Compliance - registered investment advisor

  • Defended a $5 million foreign exchange fund against allegations of securities fraud and a receivership action brought by the State of Texas.

  • Defended a marketing company against the SEC’s allegations of a $22 million market manipulation.

Memberships & Involvement

  • State Bar of Texas
  • Louisiana State Bar
  • Dallas Bar Association
  • National Association of Federal Equity Receivers
  • Association for Corporate Growth
  • Hispanic National Bar Association
  • National Society of Hispanic Masters of Business Administration
  • Dallas Hispanic Law Foundation, Board Member, 2017-2019