DALLAS – Corporate attorney MEGAN THOMPSON FOOSHÉE, at Ferguson Braswell Fraser Kubasta PC, has been named to D Magazine’s list of Best Lawyers Under 40.  

The annual list of “Best Lawyers Under 40” is featured in the January 2020 publication. The selection process involved contact with and nominations from more than 9,000 attorneys in the North Texas region, and an editorial review by a panel of eminent local lawyers to arrive at the list of 150 honorees.

Megan enjoys working with clients to identify business-focused legal solutions to meet their most sophisticated needs. Megan advises clients on a variety of transactions, including mergers and acquisitions, corporate financing and private securities, raising capital, structuring, and helping business owners franchise their Company. Megan’s experience as an entrepreneur allows her to appreciate the underlying business rationale involved in each decision for the transactions in which she is engaged.

Mrs. Fooshee is a native Texan who graduated from Rhodes College and The University of Oklahoma School of Law. She helped launch a start-up, New Avenue Dentistry, with her husband in February 2016. An entrepreneur at heart, she empathizes with the stress of owning a business.  She enjoys coaching volleyball, racing triathlons and being a new parent! On July 4th, 2019, Megan and her husband, Michael, welcomed a beautiful daughter into the world.

Here are some specific ways Megan can help you:

  • Starting your Company.  Partnership, LLC, or corporation? Megan advises on entity choice, structuring and tax classification. She drafts Partnership and Company Agreements that govern the rights of the partners, tax allocations, operating, liquidation and tax distributions of cash, approval and veto rights, preemptive rights, anti-dilution rights, tag-along and drag-along rights, and other rights you may not even know you can negotiate for.
  • Selling your Company.  Megan will help guide you through the process of negotiating your letter of intent and transaction documents while minimizing your risk.
  • Buying a Company.  Megan 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.
  • DSOs and MSOs.  Determine the best way to structure your DSO/MSO draft and negotiate the relationship between the DSO/MSO and the doctors while staying in compliance with healthcare and anti-kickback regulations. She also has experience selling dental and medical practices to large and sophisticated private equity-backed DSOs and MSOs.
  • Raise Capital.  Megan can help you raise capital through private placement memorandums (PPMs), selling equity, convertible notes, and SAFE Agreements.
  • Buy a Franchise.  Review of Franchise Agreements and Franchise Disclosure Documents for potential Franchisees. Franchisors are the 800-pound gorilla, and you have to know what you can and can’t ask for. Megan can point out red flags and tell you areas where negotiation may be possible and beneficial.
  • Franchise your Business.  Preparation of Franchise Agreements and Franchise Disclosure Documents for Franchisors. Megan can also work seamlessly with the firm’s litigators regarding disputes with Franchisees.
  • Grant Employee Equity.  Granting employees equity can have negative consequences and create a taxable event for the employee requiring a considerable cash outlay in that tax year. Megan can structure the grant to minimize tax consequences.
  • Distribution.  Megan helps prevent common mistakes in distribution agreements, such as terminations for cause, frequency of price changes, limitations on exclusivity, and responsibilities on termination. Megan has negotiated a distribution agreement with an international manufacturer and sub-distribution agreement of such products in Poland, Australia, Hong Kong and Germany.
  • Manufacturing.  Megan helps manufacturers minimize risks such as expense outlay on raw materials, protecting intellectual property rights, and exclusivity rights. Megan represented the manufacturer in selling the client’s patented part exclusively to a buyer where improvements to the product by either party were likely and ownership of such intellectual property was highly contentious.
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