Crain Caton & James

Overview

Caroline drives deal flow by precisely and succinctly drafting her clients’ assets, expertise and leverage into the service of their business strategies. Time kills deals.  Caroline keeps counterparties at the table and deals moving.  Documents are prepared with a pragmatic and principled approach to promote her clients’ enterprises, interests, and relationships.  While Caroline began her career as a litigator at one of the nation’s largest firms, she now crafts agreements to keep her clients out of the courthouse and engaged in income-generating activities.

She represents private equity firms, strategic buyers and privately-held companies in all phases of M&A transactions, including strategic analysis, due diligence, intellectual property audits, and compliance with federal and state regulations. In addition to her M&A portfolio, she prepares master service agreements, vendor and supply agreements, fabrication and manufacturing contracts, licenses, financing documents, and revenue-sharing agreements.

In connection with these transactions or on behalf of start-ups, she provides strategic tax and governance advice for structuring investments, financing, and corporate entities.

Additionally, she protects intellectual property rights by preparing licenses, technology development agreements, copyright compliance policies, end-user agreements, technology transfers and influencer contracts.  Also, she has registered over 100 trademarks.

Prior to law school, Caroline taught physics, chemistry, and math in the Houston area.  While in college, she was a two-sport athlete and now directs her energies into flag football, trail running, swimming, and writing her dystopian novel.

Experience

Corporate

• Prepared agreements and performed due diligence to convey pipelines, capacity rights, assets and easements in connection with a multi-billion dollar acquisition
• Represented buyer in the preparation of Membership Interest Purchase Agreement and two Stock Purchase Agreements for the acquisition of privately-held wealth management companies
• Represented buyer in the preparation of Membership Interest Purchase Agreement for the acquisition of a talent agency
• Represented seller, along with another firm, in the sale of a $600M regional hospital to a leading provider of healthcare services
• Prepared International Sales Contract on behalf of a domestic oilfield equipment manufacturer for the sale of seal test systems to a Chinese company
• Prepared Master Service Agreement on behalf of a digital technologies company for staffing services
• Prepared Promissory Note and Security Agreement, Guarantee and Intercreditor Agreement between a yoga studio and private investors
• Prepared commercial leases, construction contracts, operating agreements, shareholder agreements, corporate resolutions, employments agreements, and NDAs for companies in various industries
• Prepared documents for the acquisition of a privately-owned, residential home engineering and inspection company by private equity
• Prepared licensing, fabrication and employment agreements to monetize and protect water reclamation and desalination technologies
• Prepared documents for the acquisition of outstanding minority interests in proprietary pipe coating manufacturer by majority equity owner
• Advised e-commerce, start-up company on corporate governance, operations and intellectual property issues; prepared end-user agreement and related documents
• Prepared Master Service Agreements between research organization and manufacturer to develop the large-scale production of certain cancer-fighting compounds, with special attention to indemnities and intellectual property rights
• Prepared Joint Venture Agreement between an oilfield controls company and drilling fluids instrumentation company with special attention to intellectual property rights, operations-related obligations and a waterfall structure for the allocation of revenues
• Prepared legal opinion regarding mechanisms of exiting or dissolving a joint venture between two oilfield equipment providers, with attention to tax implications
• Prepared vendor and sales agreements, cross-border transactions, fabrication and manufacturing agreements, distribution contracts, and other commercial contracts involving various industries

Intellectual Property

• Prepared licenses, concurrent-use agreements, and assignments
• Represented the corporate owner and operators of 135 bars and restaurants in matters involving trademark registration and enforcement
• Prosecuted and defended trademark proceedings before the Trademark Trial and Appeals Board
• Obtained federal trademark registrations
• Deposed more than 30 fact and expert witnesses in a mass tort matter
• Prepared brand management agreements, licenses, end-user license agreements, and NDAs to protect or transfer intellectual property
• Prosecuted and maintained more than 100 trademark registrations
• First-chaired dispute involving the cancellation of a competitor’s federal trademark registration in case pending before the Trademark Trials and Appeals Board
• Obtained dispositive ruling on claims for trade secret misappropriation and breach of covenant not to compete and on behalf of provider of geological services
• Recovered damages from a large, state bank and obtained agreement requiring it to abandon use of its confusingly similar trademark, cancel its federal trademark registration, and pay damages
• Defended state credit union against claims of copyright infringement, trademark dilution and unfair competition by national advertising agency

Honors & Awards

• Best Lawyers Ones to Watch – Corporate Law, BL Rankings, 2021-2022
• Texas Super Lawyers Rising Star – Intellectual Property, Thomson Reuters, 2017
• Outstanding Legal Article of the Year – Houston Bar Foundation, 2012

Houston Bar Association

• Mergers & Acquisition Section, Member
• Editorial Board, The Houston Lawyer, 2010-2012

Publications & Presentations

• Top-Level Domain Names: A New Frontier, Litigation Alert, 2014
• Tort Recovery for Medicare Beneficiaries: Procedures, Pitfalls and Potential Values, The Houston Lawyer, 2011
• Nash Baker, The Houston Lawyer, 2011
• The Senior Lawyers Committee, The Houston Lawyer, 2011
• Snyder v. Phelps: The United States Supreme Court Rules that the First Amendment Protects Public Speech that Exploits Family’s Grief, The Houston Lawyer, 2011
• Clark Thompson: Breaking the Cycle of Poverty, The Houston Lawyer, 2011
• The Trial, The Houston Lawyer, 2011