Biography

Adam Fox

Co-Founding Partner of Brown Fox

Entrepreneurs, emerging ventures and growth companies require sophisticated legal services at each stage of the business, long before it is feasible or desirable to hire in-house legal counsel. Adam assists his clients in developing a focused and effective legal strategy to address their most critical business issues.

Adam is an expert in advising entrepreneurial enterprises at all stages from formation to financing to developing and executing an exit strategy.

Specialties

  • Business Financing (Private Placement Securities Transactions)
  • Business Acquisitions and Sales
  • Business Formation and Start-up Counseling
  • Contract Negotiation and Drafting
  • Business Succession Planning
  • Outside General Counsel Services

Recent Representative Experience

  • Representation of sellers in $13 million sale of medical staffing company to a leading national provider of healthcare business and operational services.
  • Representation of sellers in $7 million sale of environmental consulting business to a competitor.
  • Representation of sellers in $5 million sale of company specializing in turnkey installation of mechanical, plumbing and electrical systems and construction to a  finance investor group.
  • Representation of cloud database technology company in preparation for sale or strategic investment (projected at least $25 million).
  • Representation of sellers in $7.25 million strategic real estate divestiture.
  • Representation of emerging growth technology company in search space in start-up and first through fourth round financing rounds (anticipated $6 million).
  • Representation of international cycling apparel company in start-up and first through second financing rounds (anticipated $2 million).
  • Representation of individual doctor in complex business divorce involving medical practice.
  • Representation of Assignor of membership interest in real estate investment company in sale of membership interest ($1.2 million).
  • Representation of emerging growth cloud supercomputing company in second round angel and private equity financing round ($500,000.00).
  • Representation of start-up television production company and seed round financing ($1 million).
  • Representation of strategic investor relations firm in establishing business succession plan.
  • Representation of human resources staffing firm in establishing business succession plan.
  • Representation of major international household goods relocation company as outside general counsel.
  • Representation of purchaser of two insurance agencies.
  • Representation of Homeowners Association in interpretation of restrictive covenants and enforcement matters.

Business Financing

Navigating the highly regulated world of business financing requires an attorney who understands the law as well as the business environment. Adam has represented and counseled his clients on a wide variety of financing options available to businesses, including:

  • Private equity and venture capital investment and financing transactions.
  • Exempt securities transactions involving angel investors, institutional investors and buyers, venture capital firms and private equity firms.
  • Series A preferred stock, common stock, membership units, debt (unsecured and secured), convertible debt and mezzanine financing transactions.
  • Traditional bank loans, working capital loans, SBA and other government-backed loans, lines of credit, and secured and unsecured private loans.

Adam counsels his clients on not only the most effective financing strategy for the business, but how to navigate compliance issues such as raising capital under Reg D, using broker-dealers or finders, complying with general solicitation laws, and understanding the latest changes in crowdfunding regulations.

Mergers, Sales and Acquisitions

Whether a client is buying or selling the business, there are several mission critical issues that must be addressed, including the structure of the sale (asset sale vs. stock sale); due diligence; valuation of the business; representations and warranties; tax ramifications; indemnification; post-closing liability; escrowing a portion of the purchase price; retention agreements of key employees, and many others. Clients turn to Adam to help them fully understand and efficiently address these issues in the sale documents without losing momentum on the deal.

  • Asset sales and stock sales.
  • Mergers, joint ventures and strategic partnerships.
  • Representation of buyers, sellers, major shareholders, management, and angel investors in private sales and acquisitions.

Business Formation and Start-up Counseling

Founders can invite significant problems down the road by avoiding the important legal issues at the formation stage. Issues in the areas of taxation, ownership, management structure, fundraising, governance, employee scenarios, exit strategy, and others are of critical importance for every start-up. Adam’s clients rely on him to understand their business objectives and right-size the best entity, corporate structure, and contracts, as opposed to relying on forms.

  • Prepare customized operating documents to maximize liability protection and attractiveness to potential investors while minimizing the potential for future disputes among the founders and equity holders.
  • Establish reliable contracts with third parties to protect the client and minimize the likelihood of future litigation.
  • Draw upon the experience of our firm’s lawyers in the key areas of intellectual property and labor & employment to advise the client on patents, trademarks and IP licensing as well as employment agreements, independent contractor agreements, non-compete/non-solicitation agreements, and protection of trade secrets.

Contract Negotiation and Drafting

Adam has extensive experience in negotiating a drafting contracts within the business (among founders, owners, or employees) and outside the company with third parties that are easy to follow and are designed to specifically address the client’s business objectives.

  • Private Placements of Securities
  • Sale of Assets
  • Sale of Stock
  • Membership Interest Purchase Agreements
  • Services Agreements
  • Consulting Agreements
  • Independent Contractor Agreements
  • Distributor Agreements
  • Promissory Notes
  • License Agreements
  • Equipment Leases
  • Security Agreements
  • Warehouse Agreements
  • Assignments
  • Franchise Agreements
  • Indemnity Agreements
  • Releases
  • Settlement Agreements
  • Waivers
  • Alternative Dispute Resolution provisions
  • Joint Venture Agreements
  • Warranties

Business Succession Planning

Business succession planning is the key to managing the death, disability, or retirement of an owner or a third-party sale of an owner’s stock or membership interest.  Adam counsels his clients and works with his clients’ estate planning and tax professionals to put in place a Buy/Sell Agreement that transitions the business to the chosen successors while minimizing disruption to the business and addressing the following key issues:

  • Identification of chosen successor(s).
  • Identification of contingencies, such as death, disability, divorce, retirement, termination, and/or voluntary and involuntary transfers of ownership.
  • Valuation of the business.
  • Role of insurance coverage to accomplish stated goals.

Outside General Counsel

Senior management teams must coordinate and solve legal issues involving corporate governance, compliance, contract drafting and enforcement, employment, intellectual property, and litigation on a day-to-day basis. Brown Fox has the resources, breadth of experience, and know-how to quickly respond to clients with these issues on an ongoing and as-needed basis.

  • Address key functions of the client’s business with the highest quality legal services.
  • Expertise in corporate transactions, labor and employment, intellectual property, trial, and litigation prevention.
  • Increase cost control and predictability with flat fee and other billing structures.

Professional Affiliations

  • State Bar of Texas
  • Dallas Bar Association

Admissions

  • Texas (1999)
  • U.S. District Court, Northern District of Texas (1999)
  • U.S. District Court, Eastern District of Texas (2000)
  • U.S. District Court, Southern District of Texas (2002)
  • U.S. District Court, Western District of Texas (2003)
  • U.S. District Court, Eastern District of Wisconsin (2002)

Education

Adam received his Bachelor’s Degree from the University of North Texas in 1996. During his time at U.N.T., Adam played on the soccer team and was a member of Lambda Chi Alpha fraternity. The fall after graduation, Adam attended law school at Southern Methodist University. During his three years at S.M.U., Adam served on the International Law Review, twice made the Dean’s List in fall of 1996 and the spring of 1997, and graduated cum laude in 1999. Adam also completed an externship with Legal Services of North Texas representing women in matters involving child custody and domestic violence.

  • Southern Methodist University, J.D. cum laude,1999 (International Law Review)
  • University of North Texas, BA 1996 (Soccer Letterman)

Personal

Adam and his family moved to Richardson, Texas in 1979. For over 35 years, Adam has lived and attended school in the Dallas/Fort Worth Metroplex area. Adam and his wife, Angela, currently live in Oak Point with their dog and horses. Adam is an avid sports fan and enjoys playing soccer and supporting his wife’s obsession with showing quarter horses.