Totushek, Lauren J.

The legal tradition in the Tiwari family goes back several generations from courtroom interpreter to Crown Solicitor and Queen's Counsel. Regaled with stories about his paternal grandfather's keen sense of legal logic and courtroom prowess, Andy was inspired early in life to study the law. That journey began in Guyana, where Andy was born, and continues today. Though born overseas, Andy grew up in Friendswood, Texas and adores all things Texas, especially the rolling hills of the Texas Hill Country. A graduate of Trinity University, Andy fell in love with the city of San Antonio and moved back after completing law school at South Texas College of Law in Houston where he distinguished himself as a top graduate and repeat recipient of recognition on the Dean's List.

Upon licensure, Andy began work on lawsuits and disputes involving multiple businesses from small ‘mom and pops' to Fortune 500 companies, most of which involved defending hospitals, healthcare companies, and healthcare providers. Andy is thankful that his early mentors trusted him to undertake work in his first year of practice that most attorneys received or experienced only after several years of practice. While this early work was strenuous and challenging, it helped Andy accelerate his career and furthered his ultimate goal of developing a multi-faceted legal skill set. While handling multiple corporate litigation matters, a senior partner asked Andy to draft a private placement memorandum (a packet of documents used by private companies to raise money and/or sell shares). While doing so, Andy realized that experience in litigation informed the best approaches to everything from negotiating to drafting a strong agreement and, more importantly, that properly drafted agreements most certainly better served clients (especially if a dispute or litigation ever arose). Andy knew that he enjoyed business law, but also learned that he enjoyed the challenge of crafting a well drafted agreement. To further these interests, Andy accepted an in-house counsel position with a healthcare company in San Antonio, Texas.

In-house attorneys for businesses are often called to wear multiple hats as the old adage goes, and Andy experienced that firsthand overseeing employees, transactions, litigation, and providing guidance for corporate officers. Andy also learned that a good business attorney must develop a knack for understanding the best course for a business while carefully balancing tolerable risk. Andy parlayed these skills and his business background to help co-found Smeberg & Tiwari, PLLC in 2006. Andy has worked on a wide variety of matters since then ranging from entertainment law projects and international legal compliance issues to healthcare law and tax matters.

Currently, Andy oversees the firm's local business management, specific litigation matters, and the majority of the firm's contract drafting and review. In his spare time, Andy enjoys hiking in Texas State Parks, art projects, wine tasting (and Texas wineries), and basketball.

Examples of past projects

Providing legal analysis, drafting, and advice for clients regarding:

• entering and exiting business and real estate transactions
• liability issues generally and in business operations
• rights and liabilities in potential and existing lawsuits
• exemptions to state and Federal securities registration for private investments
• franchisee rights and responsibilities
• general employment law issues
• exercise of the business judgment rule and minority shareholder rights
• Office of Foreign Assets Control compliance
• business management and expansion drafting various corporate and transactional documents for domestic and international use ranging from $500.00 to $50,000,000.00 in size including highly customized partnership agreements, operating agreements, and bylaws
• SEC Form D and related state filings as necessary
• management service agreements
• alliance agreements
• promissory notes, guarantees, and other financing arrangements (including related UCC filings)
• stock and/or asset purchase agreements
• private placement memoranda and subscription agreements
• patent and copyright licensing agreements
• commercial leases
• real estate sales and transfers
• corporate governance and conversion documents (merger, conversion, and dissolution and related meeting minutes and resolutions)
• employee handbooks
• assisting clients in the successful prosecution, defense, and settlement of claims asserted by and against them in contract disputes, real estate and eminent domain cases, construction (including lien foreclosure), collections, and physician practice matters.

Andy's areas of practice include:

• Commercial and business law
• Corporate and transactional drafting
• Corporate entity startup assistance and filings
• Physician / healthcare law (including collection of accounts receivables)
• Commercial and residential real estate law
• Specific estate planning issues
• Advice on compliance with regulations promulgated by the Office of Foreign Assets Control (U.S. Department of the Treasury)
• The Montreal Convention
• select sports, music, and entertainment law issues (including licensing)

Andy also offers assistance for small and large businesses in expansion, business operations, and streamlining based on his experience working with numerous businessses and as an investor and small business owner.