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Carlos David Heredia

Business Attorney at San Diego, CA

5.0   9 reviews
  • Licensed for 32 years
    State CA
    Acquired 1991
    Active No misconduct found

We have not found any instances of professional misconduct for this lawyer.

About Carlos

Learn Carlos’s areas of practice.

Practice areas
  1. Business
    I advise clients in the following areas: entity formation, including arrangements for founder teams; corporate finance, including seed, bridge, angel and venture capital financing; commercial contracts, including licensing and distribution agreements; corporate governance and compliance; and outside general counsel services.

    34 years

  2. Contracts and agreements

    34 years

  3. Corporate and incorporation

    34 years

  4. Securities offerings

    34 years

Carlos Heredia is a business attorney who, for the past 25 years, has helped entrepreneurs start, fund and grow great companies.
Start.  Carlos focuses on helping startups put the proper legal foundation in place, so that they are ready to build their teams, grant stock incentives to key players and negotiate and close on their initial rounds of seed funding.  Key issues include how to structure the stock ownership of the new company and how to ensure the company’s ownership of its critical intellectual property at startup.
Fund.  A company’s success often depends on its ability to raise capital.  Carlos helps companies understand their debt and equity funding options and how to structure, negotiate and close these critical funding transactions, including founder loans, convertible debt funding, seed equity capital, angel investment, venture capital investment and bank and venture debt financings.  He also models the proposed financing transactions, so that company management understands the financing terms and the company’s post-money ownership.
Grow.  Carlos works with companies during their important growth and expansion phases, advising them on key commercial transactions such as licensing, collaboration, product development and service arrangements.  He also advises companies on mergers and acquisitions, both buy-side and sell-side deals, helping management navigate the term sheet, diligence, negotiation and closing phases.
You can contact Carlos at .  Carlos looks forward to learning about your business and discussing next steps.

Photos and videos


California Counsel Group, Inc.
5055 North Harbor Drive
Ste 300
San Diego, CA, 92106

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5.0 / 5.0
  9 customer reviews
5 Star
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1 Star
Posted by Kelly | May 17, 2017
This review is from a person who hired this attorney.
| Hired Attorney
Best in Class
When I began to seriously explore the possibility of starting my own company, Carlos was the first person I contacted. Carlos and I are former colleagues, and so I knew firsthand that he was one of the most knowledgable, skilled, effective, authentic, and trustworthy corporate lawyers around. I also valued his rare combination of deep legal expertise and business acumen: years of experience as a partner at a top global law firm, a JD/MBA from Stanford, and experience as an entrepreneur himself. This positions Carlos to deliver not only sound legal advice, but also advice that’s practical from a business standpoint. Carlos and his team at California Counsel Group (CCG) helped guide me through not just the legal aspects of launching my consulting practice, but they also helped me think through longer-term strategic and operational matters, including helping me secure the appropriate tax and insurance advisors. The CCG team even provided a handy guide to help me stay on top of all the “to do” list items for building a solid foundation for the company. This reflects the commitment Carlos and his team have to not just helping entrepreneurs launch their companies, but equipping entrepreneurs with the tools and knowledge for long-term success. Working with Carlos and the CCG team was also extremely efficient and seamless. They are super responsive. And they make great use of technology for coordinating document signing, and they provide easy, ongoing electronic access to all your legal documents (your own personal document library). But one of the things I have valued most in working with Carlos and the CCG team is their genuine enthusiasm for your success. You can feel the love—that genuine care and concern for you and your business. You know they’re cheering for you, like family and cherished friends do.
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Posted by Janine Kardokus | July 29, 2016
This review is from a person who hired this attorney.
| Hired Attorney
Carlos made the incorporation process for my new consulting company, Materials Development Resources, Inc., extremely easy. The ease & clarity of the process helped me recognize that some "bills" in the mail claiming that I owed money for fees relating to my new company were suspicious. CCG quickly confirmed that this was a scam, saving me several hundred dollars in fake fees. Carlos also helped me set up my first service contract with my first client. CCG gives you great value for the price.
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Posted by Arif | May 14, 2016
This review is from a person who hired this attorney.
| Hired Attorney
Great experience with Carlos and his team
Carlos was an asset during the process of forming our Delftware C Corp. for our new startup. Carlos is very knowledgeable and definitely understands the startup nature and requirements (especially protecting founders and their interest). Carlos and his team are diligent with excellent follow-up to make sure we correctly executed all documents. We sure needed that as we're in the startup stage and... well, it's just chaos. It was an overall great experience and it most certainly far exceeded my expectations. It is easy to recommend Carlos and his team because you know they'll do a good job (I'm already doing that). I look forward to working with him as we grow our compnay.
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Posted by Michael | July 6, 2015
Incorporating the Easy Way.
I have had the great pleasure of working with Carlos and his team as they held my hand during the incorporation of my small business. Being a novice at business formation matters, it was quite reassuring knowing that Carlos had my back while keeping my feet to the fire and making sure that tasks were being completed from my side of the table. It is such a relief knowing that my company has been created with all the competencies of a seasoned and well respected legal firm. Thank you for all your help and we are looking forward to a continued representative relationship.
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Posted by Pete | July 1, 2015
An amazing resource!
Everyone knows that physicians have zero business sense. So, it has been invaluable having Carlos and his team assist me in getting our firm up and running. I would never have been able to come this far so fast with so little in the way of headaches without their assistance. Carlos and his team have adeptly navigated incorporating our company and getting us operational in weeks! I thought it was good take months. So, if you are looking to start a company I would highly recommend that you drop Carlos a line or give him a ring. He and his team are certain to do you right. Good luck!
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Posted by Andrew | June 18, 2015
Carlos is great!
Due to lack of knowledge our startup had a very poor legal foundation, and we made some pretty significant company formation mistakes along the way. I discovered and reached out to Carlos, who was exactly what our company needed as we approached our funding phase. Carlos is straight forward and upfront, honest, very knowledgeable, and can explain complicated legal concepts to novices (very important for us). He knows his skill sets and legal space very well, and has an excellent and friendly team to help him execute. Carlos broke down the core issues with our setup, and drafted a cost effective road map for our company to correct our mistakes. Within seven days we were able to re-establish our legal foundation in a way that supported our company's vision and direction. Carlos by far is one of the most responsive service providers I've dealt with, with top notch customer service. I received updates through email and text messages, and I was easily able to manage, review, and sign documents digitally - very effective! We are definitely sticking with him for future legal matters. I highly recommend others to give Carlos a try for company/business related matters!
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Posted by Mark | December 13, 2014
TETAC Incorporated
Carlos and the California Counsel Group have been an extraordinary addition to our organization. Their assistance in founding our organization, raising capital, as well as assisting us with daily legal challenges has been exemplary. We once used a large San Diego law firm but quickly found that our small business challenges required a legal team familiar with our niche market and who were familiar with growth and merger strategies. We look forward to continuing to expand our relationship with Carlos and his team and would highly recommend him for start-ups or established businesses alike.
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Posted by Alan | December 2, 2014
Top notch corporate attorney! Experienced, reasonably priced and fast.
I've worked with Carlos for almost 20 years. As a C-level executive, credible legal advice and assistance is critical to me. From general corporate work to sophisticated M&A, Carlos can handle it all - and he does it at a reasonable fee. I highly recommend him and his firm.
Posted by Brian | August 23, 2011
Corporate formation and development for investment
Carlos was proven to be responsive and very knowledgable. He guided us through a challenging corporate formation process balancing the company and founder needs to find a positive solution for all. He spent the time needed to help some relative newbies get through the internal issues we faced. The documents and actions taken were robust and detailed. They set a corporate structure that was the best possible for future investment and growth while protecting the founders and providing the best possible tax/control advantages. His pricing was excellent and he stood by the pricing without sudden increases and surprises. I would work with him again.
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  • Retainer Sometimes
Payment methods
Cash, Check, Credit Card


AVVO RATING 9.7 (Superb)

Work Experience

  • Principal
  • California Counsel Group, Inc.
  • 2007 - Present
  • Partner
  • Morrison & Foerster
  • 2000 - 2007
  • Partner
  • Baker & McKenzie
  • 1996 - 2000
  • Associate
  • Graham & James
  • 1991 - 1996
  • Senior Financial Analyst
  • Allergan, Inc.
  • 1985 - 1987
View all work experience


  • Stanford Law School
  • JD/MBA - Juris Doctorate and MBA
  • 1991
  • Stanford Business School
  • JD/MBA - Juris Doctorate and MBA
  • 1991
  • University of California - Los Angeles
  • undergraduate
  • 1985

Sample of Legal Cases

  • Sale of Internet Business
  • Deal closed successfully


  • American Bar Association
  • Member
  • 1991 - Present
  • State Bar of California
  • Member
  • 1991 - Present

Languages Spoken

  • Spanish
  • Portuguese

Honors and Awards

  • AV Preeminent 5.0 out of 5 Peer Review Rated
  • Martindale-Hubbell
  • 2017
  • Top Lawyer
  • San Diego Magazine
  • 2017
  • Top Lawyer
  • San Diego Magazine
  • 2016
  • Top Lawyer
  • San Diego Magazine
  • 2015
  • Top Lawyer
  • San Diego Magazine
  • 2014
  • Top Lawyer
  • San Diego Magazine
  • 2013
View all awards

Speaking Engagements

View all speaking engagements

Attorney endorsements

Received (5)
Given (5)
Endorse Carlos
Business Attorney | May 17
Relationship: Co-worker
"Carlos is an exceptional business lawyer and advisor. Carlos offers his clients practical, results-oriented advice that is supported by his high intellect, deep experience and expert legal skills. He is also a leader among his peers for his focus on improving the delivery of legal services with new technologies and enhancements to traditional legal processes. I first met Carlos in 2003 while I was in law school. Carlos was a mentor to me for 4 years at Morrison & Foerster before he left to start California Counsel Group."
Corporate and incorporation Attorney | Sep 18
Relationship: Co-worker
"Carlos is an outstanding attorney who focuses on helping entrepreneurs and small businesses start, fund and grow great companies. Carlos has extensive experience as a corporate attorney and business consultant, and brings a lot of value to clients through innovative, practical and tech-driven fixed-fee legal services. Carlos makes it easy for entrepreneurs and small businesses to tackle legal matters, from garage to greatness. Carlos also is a fantastic mentor who understands the struggles that entrepreneurs face while trying to build their companies. It is a pleasure to work with and learn from Carlos!"
Business Attorney | Dec 12
Relationship: Fellow lawyer in community
"I endorse this lawyer. I came to know Carlos through a client. My client was unhappy with his big-firm attorney and transferred his work to Carlos. The counseling, detailed attention and thoughtful approach Carlos provided made a significant improvement in my client's business endeavors. As I have gotten to know Carlos on a personal level, I have been impressed with Carlos' dedication to providing top-quality law services to his clients. I feel comfortable referring my clients to him because I know that they will be well taken care of."
Corporate and incorporation Attorney | Dec 02
Relationship: Worked together on matter
"Carlos is a terrific attorney and a delight to work with. He is smart, pragmatic, efficient and proficient."
Business Attorney | Oct 20
Relationship: Co-worker
"Carlos and I worked together at Morrison Foerster LLP in San Diego. Carlos is one of the best corporate attorneys I've come across in California. He consistently delivers for his clients. I've seen Carlos help raise millions of dollars for his venture clients, negotiate and structure complex mergers and acquisitions and guide his public company clients through the maze of SEC disclosure obligations. I will continue to refer matter to Carlos Heredia."
Mergers and acquisitions
Corporate and incorporation
Intellectual property
Employment and labor
Corporate and incorporation