Our General Business practice provides advice to numerous clients in structuring entity formations based on various business, liability and tax issues. We also handle the dissolution of business entities and the wind-down issues they can cause.

We have substantial experience advising our clients on a variety of legal and business matters relating to the governance and internal operations of business entities, including corporations, limited liability companies and partnerships. These matters include the requirements of capitalization, the issuance of securities, the authorization of actions, holding meetings, tax planning and contract issues.

Our clients also rely on our counsel for issues relating to liability and fiduciary duties, indemnification and insurance, rights of equity holders, special committees, internal investigations, and conflict resolution between equity holders. In connection with these matters, we prepare all related agreements and contracts including shareholders' agreements, voting agreements, buy-sell agreements, equity compensation plans and award agreements, and employment, consulting, non-competition and confidentiality agreements.

We have represented clients with both domestic and international commercial contracts, including marketing and distribution agreements, alliance agreements, consulting agreements, manufacturing agreements, licensing agreements and equipment leases. We have also counseled clients on issues involving the resolution of conflicting laws and regulations and compliance with import and export restrictions.

We work closely with many of our clients to develop effective licensing and joint venturing strategies that enable them to enter emerging markets, develop new products and increase revenues. These strategies include business arrangements involving joint development agreements, patent licenses, software licenses, internet applications service agreements or license agreements, technology exchanges sales, marketing, manufacturing, alliance and distribution agreements and outsourcing agreements. We also assist with respect to analyzing and protecting trade names and trademarks, including, but not limited to, procuring federal and state trademark registration.

Additionally, our General Business practice includes the representation of franchisors in structuring and drafting franchise offering prospectus and license agreements that are compliant with Federal Trade Commission rules and applicable state franchise rules.

Members of the Firm who concentrate on General Business include Kent Davis, Larry Wilson, Shay Johanson and Tony Newton.

• Representation of Rolligon, Ltd. in connection with the sale of substantially all of its assets to National Oilwell Varco
• Representation of numerous executive officers of public companies in connection with structuring and negotiating executed employment agreements.
• Structuring and negotiation of a software telecommunications license agreement with Dynegy involving a $75,000,000 consideration.
• Representation of a Texas-based real estate franchisor in connection with Uniform Franchise Offering Circular Disclosure Prospectus for existing and prospective franchisees.
• Representation of a software development company in a joint venture for the development of a Sarbanes-Oxley compliance software program.
• Representation of a software development company in a joint venture for the development of an XBRL end-to-end data tagging and aggregator software program.
• Representation of a software company in connection with licensing agreements for an electronic mortgage software program.
• Representation of an investor group in connection with the roll-up of five entities engaged in the transportation and disposal of non-hazardous liquid wastes.
• Representation of a special purpose entity in connection with the formation and financing of a residential and commercial mezzanine fund.