Business & Legal Services

Formation & Governance Services

Advise on structure of company.

Prepare and advise on company formation documents, including the reasons why the company should select a managed-based or member-based limited liability company or corporation and which jurisdictions the company should consider incorporating and doing business in.
Prepare board minutes, resolutions and consents for the company.
Prepare, advise on, and structure governance documents, including bylaws, operating agreements, partnership agreements, and shareholders’ agreements.

FIELDS OF EXPERTISE

Formation & Governance Services

Advise on structure of company.

Prepare and advise on company formation documents, including the reasons why the company should select a managed-based or member-based limited liability company or corporation and which jurisdictions the company should considerincorporating and doing business in.
Prepare board minutes, resolutions and consents for the company,
Prepare, advise on, and structure governance documents, including bylaws, operating agreements, partnership agreements, and shareholders’ agreements.

Due to Carlos’ experience and track record in the franchising space, he was tapped as Franchise Impact Ambassador for the City of Dallas by Mayor Eric Johnson. In this role, he leads Mayor Johnson’s first-of-its-kind initiative that showcases Dallas as a global leader in franchising and preeminent hub for creating, incubating, and scaling startup and emerging businesses.

General Franchise and Corporate Expertise

Counsel clients on corporate, franchising, and distribution matters. Structure domestic and international franchise programs. Advise clients on various legal compliance aspects of franchising, including franchise offers, sales, advertising, transfers, renewals, and terminations. Prepare and negotiate franchise agreements and development arrangements. Counsel and assisted companies with restructuring their franchise programs. Prepare and negotiate corporate, capital raising, and finance agreements, including letters of intent, asset purchase, stock purchase, joint venture arrangements, management arrangements, workout arrangements, equipment leases, and real estate leases. Advise on ownership structures, lease agreements, bylaws, and LLC operating agreements.

Capital Raising & Financing Services

Advise and structure on equity, debt, and convertible offerings.
Advise on federal and state securities laws and develop legally-compliant capital raising strategy.
Prepare, review, and analyze capital raising documents like private placements and equity and debt purchase agreements.
Prepare, review, and analyze loan agreements and promissory notes.

Business Consulting, Protection, & Verification Services

Prepare, review, and analyze one-way and mutual confidentiality agreements, non-compete agreements, non-solicitation agreements, and non-circumvention agreements.
Prepare, review, and analyze at-will employment agreements and independent contractor agreements.
Review and analyze template documents received from third party sources (e.g., LegalZoom, RocketLawyer, etc.) and advise on whether these template documents are consistent with your business needs and practices.
Perform operational audits and prepare operational processes, procedures, and manuals.
Develop, advise, and consult on business and strategic growth and sustainability plans and strategies.
Advise on day-to-day operational matters.

Operational, Licensing, & Distribution Services

Prepare, review, advise on, analyze, and/or summarize lease agreements, customer agreements, and vendor agreements.
Prepare, review, advise on, analyze, and/or summarize government contracts, joint venture agreements, teaming agreements, and license agreements.
Provide counsel and advice on corporate and distribution regulatory matters to increase revenue.
Structure licensing agreements to avoid federal and state franchise laws.
Train staff on how to properly use company’s customer and vendor agreements.

Business Acquisition/Sale Services

Advise and structure asset purchase and equity purchase transactions.
Prepare due diligence lists and perform due diligence analysis.
Prepare, review, and analyze letter of intent for asset purchase transactions and equity purchase transactions.
Prepare, review, and analyze asset purchase agreement and equity purchase agreement for corporations and limited liability companies.

Franchise Services

Franchisor-Specific

Structure and prepare legally-compliant domestic and international franchise disclosure documents, franchise agreements, and development agreements.
Advise clients on various legal compliance aspects of franchising, including franchise offers, sales, advertising, transfers, renewals, and terminations.
Counsel and assisted companies with restructuring their franchise programs.

Franchisee-Specific

Review Franchise Disclosure Document, Franchise Agreement, and Development Agreement and summarize important issues in writing and develop negotiating strategy.
Advise on applicable statutory rights of franchisee.
Negotiate franchise agreements and development arrangements.

Franchise General

Advise clients on regulatory and transactional aspects of franchising, including franchise offers, sales, advertising, transfers, renewals, and terminations.