Corporate Transactions, M&A & Growth Counsel
Megan Fooshée
We serve entrepreneurs, healthcare practices, franchisees, investors, and closely held businesses through every stage of growth — from formation and financing to acquisitions, expansion, and exit. Our approach combines sophisticated transactional counsel with practical business judgment informed by real-world operating experience.
Entities & Start-ups
We advise founders and growing companies on business formation, governance, ownership structure, capital raising, and long-term growth strategy. We draft and negotiate tailored governing documents that address economics, control rights, dilution protection, succession planning, exit rights, and dispute prevention before problems arise.
Mergers & Acquisitions
For Sellers: We will help guide you through the process of negotiating your letter of intent and transaction documents while maximizingtransaction value while protecting post-closing interests and reducing ongoing exposure.
For Buyers: We will help you structure and negotiate the terms of the sale, including installments, promissory notes, earn-outs, net working capital adjustments, and transition services agreements.
Lease Negotiation
Commercial leases can significantly impact the long-term profitability and flexibility of a business. We negotiate office, retail, medical, and operational leases with a focus on risk allocation, expansion rights, assignment provisions, tenant improvements, renewal protections, and exit flexibility.
Commercial Contracts
We draft, review, and negotiate the agreements that drive business operations and revenue generation, including vendor agreements, independent contractor arrangements, licensing agreements, MSAs, distribution agreements, strategic partnerships, and joint ventures. Our goal is to help clients close deals efficiently while appropriately managing legal and operational risk.
Buy a Franchise
Franchise systems are heavily weighted in favor of the franchisor, but that does not mean every term is non-negotiable. We help prospective franchisees evaluate Franchise Disclosure Documents (FDDs), understand operational and financial obligations, identify key risks, and negotiate provisions where flexibility may exist.
Practice Start-ups
We represent healthcare and professional practice owners through formation, growth, operational structuring, buy-ins, acquisitions, and exit transactions. Our experience with dental, medical, and veterinary practices allows us to provide practical guidance on ownership structures, compliance considerations, associate relationships, expansion strategy, and private-equity-backed transactions.
Employee Equity
Equity compensation can create significant tax and governance consequences if improperly structured. We advise companies on equity incentive arrangements, profits interests, phantom equity, vesting structures, and ownership transition planning designed to align incentives while minimizing unintended tax exposure and operational complications.
Dental, Medical & Vet Practice Sales
We represent practice owners in sales to DSOs, MSOs, private equity-backed platforms, and strategic buyers. We understand the unique financial, operational, and cultural considerations involved in healthcare transactions and help clients evaluate rollover equity, employment arrangements, earn-outs, restrictive covenants, and post-closing governance rights.
Trust & Estate, Asset Protection and Probate
Jamie Katzen
Advises individuals, families, and business owners on estate planning, asset protection, and probate, with a focus on clear, practical planning and long-term protection.
Estate Planning
Every individual and family needs to plan for the future. Our team specializes in providing peace of mind to our clients regarding passing on their hard earned legacies. Foundational estate planning usually includes Wills and/or Revocable Living Trusts and other ancillary lifetime agency appointment documents that ensure that those who you want to inherit your assets do so, and in the manner you desire.
Transfer Tax Planning
Generational wealth transfer is a large part of our practice. Careful planning can help mitigate application of the estate tax, gift tax, and generation skipping transfer tax. Our team utilizes various sophisticated wealth transfer strategies to help our clients achieve their wealth transfer goals in the most tax efficient manner possible.
Asset Protection
We believe that an essential part of our job is to protect our clients' hard earned assets. We use conventional and cutting edge asset protection strategies to help shield those assets from potential lawsuits and judgements. These solutions include domestic and international trusts and business entity structures.
Charitable Planning
Whether planning for charitable donation is motivated by a pure desire to do good, or for tax savings, or a healthy mix of both, our firm has substantial experience in planning, implementing, and assisting in the maintenance of charitable gift structures. These include donor advised funds, charitable lead trusts, charitable annuity trusts, private foundations, private operating foundations, public charities and supporting organizations.
Probate
Our legal team will help guide you and your loved ones through the probate process. While it can be an emotionally difficult time, we make every effort to lend the support necessary to efficiently and effectively assist families through the legal process of transferring a deceased individual's assets to their beneficiaries.
Pre and Post Marital Planning
Prudent planning maybe required when one is getting married, or has recently been married. Signing a Premarital or Postmarital Agreement to determine how one's assets will be treated in the event of divorce or death can be an excellent step to ensure the financial heath of a marriage.
Business Succession
Many of our clients are entrepreneurs who run a family or closely-held business. It is advisable to plan ahead of time regarding the transition of control and ownership to the next generation will occur. Family governance documentation and business succession arrangements are often needed to ensure a smooth and uncomplicated transition at the appropriate time.