Cliff’s diverse clientele include governmental agencies, non-profits, and a full range of businesses from start-up companies to large corporations in a variety of industries including real estate and hospitality, professional services, technology, entertainment, oil and gas and publishing. His work encompasses mergers and acquisitions; general corporate counseling; private equity offerings; venture capital and debt financings; and general contracting.
Cliff frequently acts as an outside general counsel and provides advice to executive officers and directors of public and privately-held companies and non-profits, a testament to the strong and lasting relationships he builds with his clients.
He is committed to providing cost effective, high quality legal services with an emphasis on providing practical advice based on an understanding of his clients’ business concerns. Cliff is also highly committed to community service and has held key leadership positions with several Austin-based charities.
Corporate & Business Transactions
- Represented a non-profit association of licensed professionals revising and reviewing bylaws and other governing documents.
- Represented an oil and gas company from startup stage through recapitalization from a leading venture capital investor in oil and gas.
- Represented an entertainment company in connection with its investment in a Canadian technology firm developing technology for the client.
- Represented national public relations firm in sale to multinational holding company.
- Represented purchasers of large apartment complexes in private placements of limited partnership interests.
- Represented overseas manufacturer of power supplies in negotiations of supply contracts with large computer manufacturers.
- Represented real estate partnerships in development agreement with governing bodies for 650-acre multi-use project.
- Represented U.S. and Mexican owners of drug and alcohol rehabilitation facilities in a lawsuit settlement agreement involving significant restructuring of ownership positions.
- Served as outside general counsel to a professional corporation of accountants specializing in sophisticated tax reporting and planning.
- Served as outside general counsel to a professional association of physicians specializing in gynecology and obstetrics.
- Represented a financial services company in a dividend recapitalization which included borrowing under a syndicated term loan.
- Texas counsel to a publicly traded national homebuilder in connection with authority documentation and legal opinions for Texas subsidiary entities.
- Represented publicly traded hospital corporation in commercial paper financing secured by accounts receivable of 17 operating entities.
- Represented State of Texas fund in formation and investments by alternative asset investment entities.
- Represented real estate investment partnerships in a series of real estate backed loans.
- Represented e-commerce company in a series of venture capital financings.
- Represented publishing company in revolving line of credit.
News & Publications
- 16 McGinnis Lochridge Attorneys Named 2023 Best Lawyers in America & 3 Named 2023 Best Lawyers: Ones to Watch08.18.2022
- McGinnis Lochridge Attorneys, Cliff Ernst and Douglas Paul, Speaking at 31st Annual LLCS, LPS And Partnerships Conference07.11.2022
- August 19, 2021
- The Best Lawyers in America 2021 Names William H. Daniel as ‘Lawyer of the Year,’ Recognizes 18 McGinnis Lochridge AttorneysAugust 20, 2020
- The Best Lawyers in America 2020 Names Edward McHorse, Robert R. Reetz, Jr. and Tim George ‘Lawyers of the Year’August 15, 2019
- February 1, 2018
- Speaker, Model Agreements for Closely Held LLC's, UT Law CLE, 29th Annual LLCs, LPs, and Partnerships ConferenceJuly 23, 2020
- Editor and Author, Texas Limited Liability Companies Under the Business Organizations Code Forms and Practice Manual, published by Data Trace Publishing Company03.13.2020
- Co-Author and Presenter, Model Company Agreements for Simple LLCs, University of Texas LLCs, LPs and Partnerships Seminar, Austin, Texas07.13.2019
- Co-Presenter, Acquisition and Disposition of LLC's in Texas and Delaware, 17th Annual Course - Choice, Governance & Acquisition of Entities, Texas Bar CLE, Dallas, TexasMay 24, 2019
- Co-Author and Presenter, Using the Concept of Units in Operating Agreements for LLCs and Limited Partnerships, University of Texas LLCs, LPs and Partnerships Seminar, Austin, TexasJuly 2018
- Co-Author and Presenter, Reorganizing a Failing Business, State Bar of Texas 15th Annual Advanced Business Law Course, Houston, TexasNovember 2017
- Author and Presenter, Divisive Mergers: How to Divide an Entity into Two or More Entities Under a Merger Authorized by the Texas Business Organizations Code, State Bar of Texas Annual Choice, Governance & Acquisition of Entities Course, San Anto05.13.2017
- Author and Presenter, Acquisitions of Professional Firms, State Bar of Texas 12th Annual Choice & Acquisition of Entities Course, San Antonio, TexasMay 2014
- Author and Presenter, Duties of Managers and Members of LLCs and Partners of Partnerships, State Bar of Texas Advanced Real Estate Course, San Antonio, TexasJuly 2013
- Author and Presenter, Distributions, Profit and Loss Allocations and Tax Reimbursement Provisions - University of Texas LLCs, LPs, and Partnerships Seminar, Austin, TexasJuly 2012
- Author and Presenter, 2012 Choice of Jurisdiction Considerations: Texas vs. Delaware, Recent Developments Regarding Fiduciary Duties in Unincorporated Entities and How They May Affect Choice of Jurisdiction and Drafting, University of Texas LLCsJuly 2012
- Author and Presenter, Considerations Relating to Negotiating and Drafting Purchase and Sale Agreements, State Bar of Texas Choice and Acquisition of Entities in Texas Course, San Antonio, TexasMay 2012
Honors & Recognition
- Listed in Best Lawyers in America® as Lawyer of the Year in Banking and Finance Law — Austin, in 2018
- Listed in Best Lawyers in America® as Lawyer of the Year in Securities/Capital Markets Law — Austin, in 2017
- Listed in Best Lawyers in America®, Banking and Finance Law; Corporate Law; Mergers & Acquisitions Law; Securities/Capital Markets Law, 2010-2022
- AV® Preeminent™ Peer Review Rating, Martindale.com (2019-2020)
Community & Professional
- Austin Bar Association: Business, Corporate and Tax Section, Member
- American Bar Association: Business Law Section
- State Bar of Texas: Business Law Section
- The Long Center for the Performing Arts (Past Chair, Board of Trustees)
- Ballet Austin (Past President)
- Austin Sunshine Camps and Young Men’s Business League of Austin (Past President)
- Austin Business Committee for the Arts (Former Chair)
- Headliners Club of Austin, Member
- Knights of Austin Symphony Orchestra, Member
University of Texas, J.D., 1978 (Order of the Coif; First Place Team – Kemp, Smith Mock Trial)
Oklahoma State University, B.A., English, 1975 (Outstanding Graduate in College of Arts and Science 1975; Blue Key; Omicron Delta Kappa; Phi Eta Sigma; Student Senate)