Corporate Counsel & Commercial Transactions
We bridge the gap between Corporate Governance, Strategic Transactions, and Daily Operations.
At Fleming Law Offices, we view corporate structure and commercial contracts as two sides of the same coin. A solid contract cannot save a poorly structured entity, and a perfect corporate structure is useless without enforceable agreements. Business agreements often lock companies into obligations that are difficult—or expensive—to unwind and carry long-term operational, financial, or strategic risk. We do not just draft documents; we guide you how to use them to protect your leverage, flexibility, and control.
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WHEN TO ENGAGE THE FIRM
Clients typically seek our counsel at defined decision points where risk and opportunity intersect:
- Before forming, restructuring, or acquiring a business.
- Before signing a critical agreement.
- When a contract or ownership relationship is deteriorating.
- When renewal, termination, or exclusivity is at issue.
- When a dispute is forming, but litigation is not yet inevitable.
OUR CORE ADVISORY AREAS
1. Corporate Governance Advisory
Internal Structure & Control We advise closely held companies on internal matters that materially affect ownership, control, and long-term risk.
- Entity Formation: Capitalization decisions and selection of the right vehicle.
- Ownership Structure: Shareholder, member, and partnership agreements.
- Governance: Decision-making authority and corporate clean-up in advance of financing.
- Succession: Owner exits, buy-sell dynamics, and succession planning.
- General Counsel Role: Acting as legal lead for businesses without in-house teams.
2. Commercial Transactions & High-Risk Agreements
Deal Structuring & Leverage We handle specific business agreements and regulatory frameworks that present heightened legal or commercial risk.
- Distribution & Franchising: Matters involving Act 75 (“Puerto Rico Dealers’ Act”), Act 21, PMPA, and Franchise Disclosure Documents (FDD).
- Strategic Deals: Joint Ventures, Mergers & Acquisitions, and Asset Purchase Agreements (typically $100k–$1M).
- Operational Contracts: Supply, transportation, and real estate leases.
- Asset Protection: Non-compete agreements, NDAs, Trade Secrets, and Puerto Rico Trademark Law.
HOW WE ASSIST
Our intervention is designed to align legal form with commercial reality:
- Deal Structuring & Risk Assessment: Identifying exposure before you sign.
- Contract Negotiation: analyzing leverage and clarifying exit options.
- Governance Alignment: Ensuring your corporate bylaws support your contractual obligations.
- Exit Strategies: Termination planning and “Orderly Exit” mechanisms.
- Risk Coordination: Managing the interplay between corporate, employment, and downstream liabilities.
THE FLEMING LAW ADVANTAGE
Fleming Law Office is intentionally structured as a focused practice for business owners who require senior-level judgment.
- Direct Senior Counsel Involvement: Matters are handled personally by an experienced attorney, without delegation to junior associates.
- Deep Puerto Rico Knowledge: Counsel is grounded in practical experience with local commercial law, including industry-specific regulations.
- Strategic, Dispute-Aware Advice: Decisions are evaluated with foresight into how they perform under stress, including enforcement and litigation risk.
- Business-Savvy Perspective: Strategies that are commercially realistic and aligned with ownership objectives.
- Selective Representation: We focus on matters where structure, leverage, and judgment materially affect outcomes, rather than high-volume commodity work.