Business Counsel
A privately held company rarely encounters a legal issue in isolation. A financing may require governance amendments. A customer agreement may expose an intellectual-property gap. An owner’s departure may affect control, valuation, employment, and the company’s key contracts at the same time.
The firm advises businesses across those connected issues. Its work includes formation and governance, commercial contracts, acquisitions, financing, technology transactions, employment documentation, owner separations, and continuing outside counsel. When a dispute develops, the same familiarity with the company’s documents and operating history informs the response.
The firm advises founders, closely held and family-owned companies, franchisees, multi-location operators, restaurant and hospitality businesses, technology and digital-platform companies, professional practices, real estate sponsors, private investment businesses, and domestic and multinational enterprises. Engagements range from a single acquisition, agreement, lease, financing, or dispute to an ongoing outside general counsel relationship covering the company’s legal infrastructure.
The Work
Entity selection and formation for LLCs, corporations, partnerships, and multi-entity structures, including governing documents, founder arrangements, and initial organizational filings.
02Entity Structuring & ReorganizationsHolding companies, subsidiaries, and reorganizations, structured to survive lender and tax scrutiny.
03LLC Operating AgreementsOperating agreements addressing management structure, capital contributions, transfer restrictions, buy-sell terms, deadlock provisions, and tax elections.
04Partnership AgreementsPartnership agreements addressing management authority, capital obligations, distributions, transfers, exits, deadlock, and partner disputes.
05Corporate GovernanceGovernance documentation for ownership actions, manager and board authority, approvals, records, conflicts, and major company decisions.
06ContractsA contract is a risk-allocation instrument that happens to describe a deal.
07Business TransactionsAsset and equity purchase agreements, deal structuring, due diligence coordination, and closing documentation for business acquisitions and sales.
08Credit Facilities & Real Estate FinanceTexas authority and enforceability opinions, UCC perfection analysis, collateral and guaranty documentation, and SPE compliance.
09Syndications & Private Investment StructuresEntity, governance, subscription, investor-admission, capital, distribution, and offering documentation for private investment structures.
10Executive Compensation & Equity IncentivesPhantom equity, deferred compensation, and equity-incentive arrangements addressing vesting, tax treatment under Section 409A, and buy-sell terms.
11BuyoutsA departing owner’s price, terms, and security, documented before the exit becomes a dispute.
12Startups & Founder AdvisingFormation, founder arrangements, equity, intellectual-property ownership, financing preparation, and commercial contracts for early-stage companies.
13SaaS, IP & Technology TransactionsSubscription agreements, licensing terms, IP ownership and assignment, liability caps, and data provisions for software and technology companies.
14Employment CounselingEmployment agreements, handbooks, restrictive covenants, and workforce documentation addressing hiring, classification, and separation.
15Outside General CounselOngoing counsel for contracts, governance, employment matters, transactions, disputes, and recurring operational decisions.
Representative Experience
Family-owned and multi-location operators, across leases, expansion, operating and governance matters, contracts, and disputes.
Multi-entity, IP-intensive digital businesses: operating agreements, intercompany IP, platform and subscription terms, privacy and payment risk, and growth-stage contracts.
Entity structure, acquisitions, investors, leases, vendor contracts, workforce matters, and disputes.
Holding, management, and operating entities with governance, equity, authority, and guarantor requirements for lender-driven closings.
Representative matters. Prior results do not guarantee a similar outcome.