Our firm’s mission is to provide business owners in Atlanta and surrounding areas with unparalleled service, expertise, and judgment in business law matters. To accomplish that objective we use creative, yet practical, approaches to address our clients’ problems. We understand that each business has different needs and preferences, but all have high expectations. We aim to meet those expectations by focusing on your business, understanding your needs, and delivering expert legal advice and services.

Our main goal is to serve our clients’ needs and to protect their business interests – from inception, to succession. For more information about business formation, representation and effective planning, click on the following links. You may also want to download a copy of our Frequently Asked Questions about Business Formation and Frequently Asked Questions about Business Representation. The information on this website is intended to give an overview of the services we offer, and is by no means to be construed as legal advice. The techniques summarized below are complex and must be executed by a skilled and qualified attorney. An effective business plan should be customized to individual needs and circumstances. To begin your business plan, please contact us to schedule an appointment.

Choosing the Best Ownership Structure for your Business

Bylaws, Partnership Agreements, and Operating Agreements

Corporate Governance

Intellectual Property

Employment Agreements

Independent Contractor Agreements

Commercial Real Property Leases

Purchase and Sale of Commercial Real Property

Basic Contract Drafting and Review

Non-qualified Benefit Plans

Restrictive Covenants

Due Dillegence

Business Succession Planning

Creative Inception

While many people go to work for others each day of their careers, some strike out on their own with ideas for the ownership and operation of their own businesses. Are you ready to join their ranks? Getting a new venture off the ground is not easy—you’ll need to develop a business plan, find enough qualified people to employ, establish your business location, identify your customer base, and secure adequate financing.

Of course, you also need to address some threshold legal questions such as how to maximize liability protection, minimize taxes, and avail the business to additional sources of capital. We are your experts – contact us to discuss these options.

• Choosing the Best Ownership Structure for Your Business. When you start a business, you must choose an ownership structure for it. You have many options, including a corporation, partnership, limited liability company, or sole proprietorship. There is no choice that fits every business. The right structure for your business is the one that best meets your needs. Generally, the decision has a lot to do with whom will own the business and what its activities will be. Specifically, the decision should be made with careful consideration of the following factors: your investment objectives; your income tax situation; the potential risks or liabilities of the business; and the costs and administrative burden of establishing and maintaining the entity. Let us help you evaluate the possibilities and make the decision that works best for you.
  
• Bylaws, Partnership Agreements, and Operating Agreements. If you and your fellow business owners do not adequately memorialize your rights and responsibilities in a properly executed agreement, you may have considerable difficulty settling conflicts when they arise, and minor misunderstandings can quickly turn into major disputes. In addition, without an agreement, your state’s laws will control several important aspects of the business—including contributions to the business, allocation of profits and losses, management authority and decision-making, management duties, and admitting new owners.
  

Don’t wait until a conflict arises to deal with these important issues. Talk with us about establishing practical rules and procedures for your business.

Sustaining Growth

After the initial business formation, pressing needs like marketing, sales, and staffing often take priority over legal and tax issues-particularly ones that do not appear to require immediate attention. But smart business owners know that effective business planning necessitates preventing legal problems before they happen, and taking prudent steps to ensure that the business is protected from sources of potential liability.

• Corporate Governance. Legal filings and documentation do not end with the initial registration and formation of the business entity. Annual meetings of the principals need to be held, and recording of minutes and election of officers must conform with applicable state law. Failure to do so can jeopardize the business entity's separate status, and in the event of a lawsuit or creditor's claim, result in "piercing the veil"-whereby the business' individual owners are exposed to personal liability or other problems. As the saying goes, "If you don't respect the formalities of your business entity, why should your legal adversaries or creditors?"
  
  
• Intellectual Property. Your business may expend considerable time, money, and other resources developing intangible assets that set it apart from competitors. Your business should take appropriate action to ensure that those assets are legally protected. Your company's name, logo, brand name and distinctive goods and services are entitled to copyright protection. Proprietary computer software, product designs, and other creations may be eligible for trademark registration. Patents can protect machines, manufactured products, and certain chemical or compositional processes. Talk with us about protecting the things that give your business a competitive advantage in the marketplace.
  
  
• Employment Agreements. One of the most important documents to a business owner is the agreement he enters into with his employees, which forms the terms of their employment; from policies to payday, right through to dismissal. We provide expert advice on mandatory aspects of certain policies such as harassment, medical and family leave, pregnancy leave etc., as well as how to avoid work-place related claims. It is therefore vital that as a business owner, you are informed and posses a reliable document that clearly outlines both your intentions and your expectations as an employer. After consultation with you as a business owner we are able to draft custom employment agreements, which can be used time and again as a standard form.
  
  The value of having an agreement tailored specifically to your business needs is not merely efficiency, though that is undoubtedly one important aspect, but also that it allows you to entrench your best business practices in a contract, protect your business from risks and remain in control.
  
  
• Independent Contractor Agreements. There are a number of factors relevant to drafting independent contractor agreements that require an attorney’s input. First, it is important that each party unequivocally understands what their responsibilities are, so that the work is done to your satisfaction without confusion or dissent. Second, the agreement should allocate risks and liabilities between the parties in a manner that can be upheld by a court and which will not give rise to conflicting interpretations. It is equally important that the agreement includes provisions for alternative dispute resolution, so as to obviate potentially crippling legal fees in the event of non-performance or disagreement.
  
  We can draft an agreement that clearly allocates responsibilities and risks among the parties to the agreement, details payment arrangements and methods, and so forth – allowing you to be prepared, informed and protected.
  
  
• Commercial Real Property Leases. Before entering into lease agreements that will bind you for the term of the lease, consultation with an attorney is a must. We offer experience in the range of financial, accounting, tax and legal issues that arise in leasing transactions, helping to achieve the desired tax result. Lease agreements are typically one-sided, unbalanced documents in the lessor’s favor. We can review lease agreements to help you spot the often subtle pitfalls in a contract and advise you on how to achieve parity between the other party and yourself. This allows you to enter into agreements with confidence and reassurance.
  
  
• Purchase and Sale of Commercial Real Property. When involved in commercial real estate transactions, clients invariably encounter a myriad of complex legal and financial issues. These include pre-contractual negotiations, taxes, ownership entities, finances, deeds, clear title and purchase agreements, to name but a few. Having a talented and trusted attorney by your side brings you peace of mind and helps you navigate through an important transaction that will affect your business for years to come.
  
  
• Basic Contract Drafting and Review. We help our clients in the preparation of corporate documents, contract negotiations, no-compete, confidentiality and shareholder agreements.
  
  By meeting with you and listening to your needs we are able to equip you with specially drafted contracts that say exactly what they need to in order for you to get what you want. In the process, we will point out and guard against potential liabilities and risks, ensuring that you are not left vulnerable or unsure of what your contract says or does.
  
  
• Non-qualified Benefit Plans. Non-qualified Benefit Plans can provide an employer with flexibility in the design of benefit programs for key employees. If carefully designed, both the employer and the employee can derive significant benefits from this type of arrangement. Non-qualified plans are a great incentive and reward to those employees most responsible for the success of a business.
  
  Consultation with us can provide you with creative but effective ways to avoid heavy tax burdens on compensation rewards and incentives for key players in your business.
  
  
• Restrictive Covenants. Though it will not show up on company balance sheets, many businesses count the "knowledge capital" held by certain key employees as some of their most valuable assets-yet they fail to protect those assets to the fullest extent allowed by law. Properly drafted non-disclosure, non-compete, and non-solicitation agreements are powerful tools in protecting those assets should the employee decide to leave your company. Don't expose your confidential information, your client list, or your staff's skill sets to your competitors-let us help you get all the protection the law allows with narrowly tailored and legally enforceable restrictive covenants.

Maximizing Value

Perhaps you have determined that buying a business is a better option than starting your own business, since much of the legwork—like establishing a client base, hiring employees, and negotiating a lease—has already been done. Or maybe you are already active in a mature business, and would like to grow it by acquiring another business that provides services or products that are complementary to those offered by your existing business.

If you are on the other side of the transaction, you may be interested in selling your business for any number of reasons: you want to retire; the business has satisfied your investment objectives and you have decided to “exit”; or perhaps you have identified another business opportunity that you want to pursue, and need your equity in the existing business to do so.

Regardless of your position in, or motivation for, the purchase and sale transaction—we can help you through all stages of the process to ensure that it is done on terms favorable to you.

• Due Dillegence. If you are considering buying a business, you should find out as much as you can about it to ensure that you really are “getting what you pay for.” This means reviewing many different items, such as the business’ certified financial records, employee files, major contracts and leases, and information about past lawsuits.
  
  If you are selling your business, this process is of paramount concern as well. You will be interested in full disclosure so that your purchaser does not come back to you after the deal has closed and make allegations that begin “you didn’t tell me that…”
  
  Let us help you through the process. We can help you identify the details that should be determined before you commit to the purchase or sale of a business.

Business Succession Planning

Business owners are sometimes so focused on building and growing the business that they do not consider the potential consequences of a principal suddenly leaving the business. Would your organization be able to conduct “business as usual” if a partner or major shareholder no longer participated in it? Who will fill your shoes when you are no longer involved in the business’ affairs? Proper planning can ensure that life events do not result in unnecessary legal entanglements or undue financial burden on the company.

• Restrict Transferability. Every business needs an agreement that covers what happens if an owner wants “out.” When you create a shareholders agreement or “buy-sell” agreement, you and your co-owners effectively prepare for events that have devastated many successful small businesses—including the death, divorce, disability, bankruptcy or retirement of one of the principals. If you don’t plan for circumstances like these, you are risking serious personal and business discord—perhaps even costly legal disputes and the demise of the business. Let us help draft provisions that protect your business and the interests of its owners.
  
  
• Family Limited Partnerships (FLPs). If you are interested in building and retaining control of a business that can gradually be passed to the younger generation of your family, an FLP may be right for you.
  
  Parents can establish an FLP by transferring assets such as real estate, marketable securities, or other tangible property without adverse tax consequences. They can retain exclusive control over the partnership—such as the power to make management decisions, sell assets, and determine distributions.
  
  As younger family members mature, parents can give interests to them, either outright or in trust, over a period of time at discounted values of 20 to 40 percent. After assets are shifted to the children, any appreciation in the partnership assets attributable to those interests will escape taxation in the parents’ estates, and the parents’ retained interests are subject to valuation discounts. Use of an FLP can be an excellent means of passing the business to a younger generation without losing it to a forced tax sale or liquidity crisis. What’s more, assets owned by the FLP are not subject to individual partner’s creditors’ claims.
  
  Our state, Georgia, is quite possibly the most favorable jurisdiction for establishing an FLP, and our law firm has acquired considerable expertise in this practice area. Talk to us if you would like to learn more about FLPs.