Caroline C. Pace

Of Counsel

713.752.8619

Send an email

V-Card

Caroline serves as outside general counsel to startups and small to mid-market businesses. Her practice is modern and lean, using technology to extend her deep legal experience so that owners and stakeholders receive practical, pro-business solutions efficiently and cost-effectively.

Clients use her legal work as a tool to drive deals and reach their economic goals. Caroline respects that clients know what they want to accomplish and what they need from their counsel: practical judgment applied efficiently, and creative solutions when an issue calls for them.

Caroline brings broad corporate experience to that role, beginning with the foundational decisions. She helps clients choose management structures, tax elections, profit allocations, incentive awards, acquisition strategies, and exit plans. She then prepares the company agreements, buy-sell agreements, revenue sharing agreements, profits interest and incentive unit award agreements, and other documents that put those decisions into effect.

She prepares deal documents for equity and asset acquisitions, restructures companies to achieve tax savings or become more attractive to potential buyers and prepares offering documents and regulatory filings for private securities offerings. She also drafts the commercial contracts businesses rely on every day, including master services agreements, manufacturing and fabrication agreements, and vendor contracts.

For franchisors and potential franchisees, she advises on FDDs, franchise agreements, trademarks and commercial property purchases and leases. For technology-driven companies, she combines her intellectual property and transactional experience to handle IP transfers and due diligence, technology licenses, and technology development agreements.

Caroline has been recognized by Best Lawyers in Corporate Law (2024) and was previously named a Best Lawyers “One to Watch” in the same category (2021). Super Lawyers also recognized her as a “Rising Star” in Intellectual Property (2017).

EHS Experience

Litigated Superfund Cost Recovery cases for plaintiffs and defendants.
Prepared environmental audit reports.
Prepared Solid Waste Management Contract for large municipality.
Prepared Engineering, Procurement and Construction Contract for a chemical plant.
Prepared Demolition Oversight Agreement for chemical company.
Prepared Waste Management Subcontract for waste service company.
Obtained dismissal for major oil company in toxic tort litigation.
Represented seller in the sale of environmental permitting company.
Secured defense verdict for a major oil company against claims that environmental liability burdened oil and gas holdings.
Defeated claims for indemnification of environmental liability and breach of the asset purchase agreement asserted by the subsequent owner of a refinery.

Other Experience

Caroline has prior experience handling corporate transactions in various industry sectors. With appreciation of the commercial drivers and risk tolerance, she has prepared deal documents for stock, securities, and asset purchases, performed tax planning and corporate restructuring for S-Corporations, and prepared documents and regulatory filings for private securities offerings. Her experience includes preparing various commercial contracts, including master service agreements, engineering, procurement & construction contracts, and fabrication & manufacturing agreements. To address shareholder rights, governance issues and/or profit allocations, she has prepared buy-sell agreements, company agreements, and revenue sharing agreements. In addition, she has combined her intellectual property (IP) and transactional experience to perform IP transfers and IP due diligence and to prepare technology licenses, technology development agreements, and non-disclosure agreements.

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