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Business Formation: When starting a business, there are several types to choose from including a sole proprietorship, limited liability company (LLC), C corporation or a Sub-chapter S tax election. In determining the best type of business for you, usually the key issues for consideration are taxes, management, and personal liability of the shareholders. As for taxes, the type of business you choose will determine whether you and your shareholders are personally taxed on the profits of the business (a.k.a, pass through taxation), or the business gets taxed separately on the profits, which is then taxed to you and the shareholders if there is a distribution of those profits. In terms of management, the type of business you choose will determine whether the owners will manage the business, or those responsibilities are delegated to someone who may or may not own the business – as typical with an LLC; or whether you are required to elect a board of directors, who has overall responsibility for the business and also employ officers to run the day-to-day operations – as with corporations. In terms of your personal liability, the type of business you choose will determine whether your business owners will be responsible for only the amount of capital they invested in your business, or whether they will ultimately be responsible for all debts and liabilities of the business. With all these issues to consider, getting the best guidance in selecting the right type of business for you is very important.

Buy Sell Agreements: A business partnership can often be like a marriage – sometimes they start out well, but then they may not necessarily end up that way. One way to insure it does end well is to level-set expectations through a buy-sell agreement. A buy-sell agreement is nothing more than a contract between business partners which determines who can buy a departing partner’s share of the business. It furthermore establishes a fair price for purchase and provides a mechanism for determining a company’s value if all the owners decide to sell. The agreement may also determine who a departing partner can sell to, setting a fair price for their share of the company, which protects both the departing and remaining business owners.

Corporate Governance:
When starting a domestic or international business, properly setting up the rules, policies and procedures which governs how your business is directed, controlled and administered is very important. In fact, there can be significant legal consequences to you and your business if ignored, not set up properly or maintained. Particularly in the wake of recent corporate scandals in the U.S., and the advent of more regulation and laws addressing them (e.g., Sarbanes-Oxley and FATCA), accountability is now the hallmark of most of today’s modern businesses. The roadmap to proper corporate governance is therefore found in the rules, policies and procedures provided in your company’s governing documents, i.e., the operating agreement of an LLC or the bylaws of a corporation. The content of your company’s governing documents dictates how your company will be operated, and the rights and powers of your shareholders or members, board of directors or managers – and includes such things, for example, as:

– time and place for annual meetings of shareholders, directors and officers;

– qualification of directors, including how many can be elected and for how long;

– compensation and title of corporate officers;

– rules for contract and loan approval.

Determining which provisions are proper and suitable to your type of business and how to implement them cannot be overlooked. Getting proper expertise in assisting you with these issues is critical. We can provide you with the expertise you need to guide you through setting up and maintaining proper corporate governance for your business.

Mergers & Acquisitions: Whether you are combining two companies to form a new one (i.e., merger), or you are considering the purchase of another business or your business is being purchased (i.e., acquisition); and depending on the size of your business, a tremendous amount of due diligence and analysis can be required to properly guide you through a merger and/or an acquisition. Issues of consideration and review involve careful legal analysis of all aspects of your business, including areas of corporate governance (e.g., bylaws, operating agreements, meeting minutes, resolutions), securities matters, shareholder communications and shareholder agreements, contracts, leases, licenses and permits, intellectual property, assets, debts, insurance, and current and pending litigation just to name a few. Proper analysis of these issues, and more importantly knowing what due diligence is required to respond to them, is key to any effective merger and/or acquisition of a business.

Business Litigation | Contract Disputes | Shareholder Disputes: Inevitably during the course of any business enterprise, some form of legal dispute will arise. While some businesses may be fortunate to resolve their own legal disputes before calling a lawyer, others are not so fortunate. Whether your company’s legal matter involves a disputed contract for goods or services with another business, vendor, or customer; a disputed employment agreement; a disputed partnership agreement; a shareholder dispute; or a business tort, where someone or another business has intentionally or negligently injured your business, it is important to involve the right trial-tested, legal experts to aggressively pursue your business-related claims.

Wills, Estates, Trusts & Probate: Estate planning is often something delayed until it is too late, leaving your family and loved ones putting the pieces together to manage or finalize your estate, often times at a cost to them. The benefits of proper and good estate planning can help avoid these costs, including probate. Some of the things to consideration in good estate planning may also include minimizing potential taxes and ensuring your healthcare directives are followed if you become incapacitated. Likewise, directing what will happen with your property and income, such as your home, investments, business, life insurance, and employee benefits (e.g., 401K plan) upon your disability or death is also important in estate planning.

Furthermore, if you have recently lost a loved one in Georgia who has left a will, or even if they died without a will, the need to gain access to their assets and property for proper distribution and handling can be a real challenge. In some cases, a surviving spouse can be left with little to no money or resources to live on while an estate is pending. In those cases, a petition for years’ support can be filed to protect the surviving spouses interests. Regardless of the circumstances, will or no will, proper probate and administration of the estate is critical.

Power of Attorney: If you are traveling extensively or you recognize a growing inability to handle your own affairs, it may be a good time to have someone you trust to act on your behalf. In order to do this, you will need to have an effectively drafted and executed power of attorney. While there are many “do-it-yourself” forms on the Internet for drafting a power of attorney, with some being more reliable than others, it is very important to understand the type of power of attorney you need for your particular circumstances. Likewise, careful attention to the provisions of a power of attorney and their legal implications can be critical.