Representative Transactions

  • Drafted Franchise Disclosure Document, Franchise Agreement, and ancillary agreements for rollout of quick service restaurant franchise system; coordinated compliance with federal and state franchise disclosure and registration requirements.
  • Assisted new franchisor with state franchise registration, exemption, and annual renewal issues.
  • Advised privately held business on issues pertaining to joint venture structures and potential application of federal and state franchise laws.
  • Advised prospective franchisee concerning master franchise agreement, entity formation, SBA financing, and lease negotiation issues.
  • Advised franchisee on improving relations with franchisor, contract interpretation issues, and efficient dispute resolution strategies.
  • Advised franchisor on SBA Registry issues.
  • Represented real estate sponsor in structuring and drafting offering documents for multi-million dollar Delaware statutory trust offering under Rule 506 of Regulation D.
  • Represented real estate sponsor in structuring and drafting offering documents for multi-million dollar tenant-in-common offering under Rule 506 of Regulation D.
  • Advised real estate sponsor on Regulation D compliance issues concerning the prohibition on general solicitation and advertising and related issues concerning the company’s Internet site.
  • Coordinated federal and state blue sky compliance for Regulation D issuers.
  • Represented tenant-in-common investor group in negotiating master lease amendment with real estate sponsor, master tenant, and senior lender.
  • Represented new youth mentoring organization on entity formation issues, applying for IRS recognition of 501(c)(3) status, and general corporate governance and tax compliance issues.
  • Advised university foundation on corporate restructuring, reclassification, and general tax compliance issues.
  • Advised tax-exempt health care organization on corporate governance issues and new IRS Form 990 requirements.
  • Negotiated multi-year agreement on behalf of a four-time WWE professional wrestling champion.
  • Drafted acquisition agreements and coordinated corporate due diligence for business acquisitions involving family entertainment centers, restaurants, dental practices, and other professional, retail, and service businesses.
  • Drafted shareholder or buy-sell agreements for professional veterinary practice, professional engineering firm, architectural firm, real estate company, financial services company, and others.