Megan Thompson Fooshée
Megan practices with an emphasis in business law and contract negotiation, including:
- 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 and draft an 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.
- Raising Capital. Megan can help you raise capital through private placement memorandums (PPMs), selling equity, convertible notes and SAFE Agreements.
- Franchisees. 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.
- Franchisors. Preparation of Franchise Agreements and Franchise Disclosure Documents for Franchisors. Megan can also work seamlessly with the firm’s litigators regarding disputes with Franchisees.
- 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 agreements of such product in Poland, Australia, Hong Kong and Germany.
- Manufacturing. Megan helps manufacturers minimize risk 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.
Megan is Passionate. 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.
“I love learning about a business and asking the right questions to make sure they are protected. You don’t know what you don’t know, so you don’t know the right questions to ask. I hate seeing companies in trouble because they waited too long to sit down with someone who knew the right questions to ask.”
Megan Thompson Fooshée
Mergers and Acquisitions
Corporate and Business Transactions
Dallas Association of Young Lawyers
Dallas Bar Association
Admitted to Practice
- State of Texas, 2013
- J.D., University of Oklahoma, 2013
- B.A., Rhodes College, 2008
Ferguson Braswell Fraser Kubasta, PC
Latest posts by Ferguson Braswell Fraser Kubasta, PC (see all)
- JOHN CONE AND KELLY KUBASTA PRESENT ON “IP CONSIDERATIONS DURING A MERGER/ACQUISITION” - January 31, 2018
- TRIAL TEAM PREVAILS IN CONSTRUCTION SUIT - December 21, 2017
- RICK SPENCER LEADS ETHICS PANEL DISCUSSION - December 8, 2017