Cliff Ernst

Cliff’s diverse clientele include 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 as well as non-profits and governmental agencies.  His work encompasses mergers and acquisitions; entity formations and divisions; fiduciary counseling; 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.

Honors & Recognitions

• The Best Lawyers in America®, Banking and Finance Law (2010-2026), Corporate Law (2013-2026), Mergers & Acquisitions Law (2012-2026), Securities/Capital Markets Law (2010-2026)
• "Lawyer of the Year" by Best Lawyers®, Banking and Finance Law, Austin (2018 & 2024), Securities / Capital Markets Law, Austin (2017, 2019, 2025), Mergers and Acquisitions Law, Austin (2014, 2016, 2025)
• Martindale-Hubbell® Peer Review Ratings™, AV® Preeminent™ (2019-2023)

Community & Professional

• American Bar Association; Business Law Section
• State Bar of Texas Business Law Section, Member of Governing Council, Chair of Business Entities and Forms Committee, Member of Legal Opinions CommitAmerican Bar Association: Business Law Section
• State Bar of Texas: Business Law Section
• Ballet Austin (Past Chair)
• The Long Center for the Performing Arts (Past Chair)
• 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

 Corporate & Business Transactions

• Represented an oil and gas company from startup stage through recapitalization from a leading venture capital investor in oil and gas.
• Represented a non-profit association of over 18,000 licensed professionals in revising bylaws and other governing documents.
• Represented an entertainment company in connection with its restructuring including a major infusion of capital.
• 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 state agency in formation and funding of multiple alternative investment vehicles.
• 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.

Financial Services

• Represented a financial services company in a dividend recapitalization which included borrowing under a syndicated term loan.
• Served as fiduciary counsel to state board overseeing investment and administration of public and private funds.
• 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 real estate investment partnerships in a series of real estate backed loans.