Business Formations

The genesis of any successful business requires the appropriate choice of legal entity type and structure, be that a corporation, a statutory close corporation, a limited liability company (LLC), a partnership, a limited partnership (LP), a limited liability partnership (LLP), or a limited liability limited partnership (LLLP).  Our Firm is well-versed in forming all of the foregoing entities across a wide range of industries, and we are familiar with the often differing government and regulatory filings associated with attaining appropriate licenses and permits.

After advising on the appropriate entity for the given circumstance, our Firm adeptly and efficiently provides appropriate organizational documents that are specifically tailored to your unique business.  These include:

  • Articles of Incorporation
  • Bylaws
  • Organizational, Regular, and Special Meeting Shareholder and Director Notices, Minutes, and Resolutions
  • Shareholder Agreements, including Buy-Sell Provisions
  • Operating Agreements
  • Partnership Agreements
  • Limited Partnership Agreements
  • Limited Liability Partnership Agreements
  • Limited Liability Limited Partnership Agreements

Our Firm delivers general business advice to our clients along with our corporate formation services – something the entrepreneur never gets with “cookie-cutter” solutions from the likes of Legal Zoom and others.

In addition, our Firm has assisted numerous non-profit organizations achieve tax exempt status with the Internal Revenue Service (IRS).  For non-profit Homeowner’s Associations (HOA’s), our Firm has prepared and recorded Declarations of Easements and Covenants, as well as appropriate Bylaws for enforcement through the imposition of fines and recording liens.

Beyond the initial organization of a business entity, our Firm has also helped clients to combine or retract their businesses through mergers, reorganizations, and asset sales, including those involving “bulk transfers.”

For more information or to arrange a consultation, send us an e-mail or call us at (404) 888-3772.

Commercial Transactions

Our Firm is experienced in assisting clients in a wide range of commercial transactions, delivering strategic advice in addition to negotiating and drafting the documentation necessary to close a particular deal.  Past clients include those in the financial services industry, gas stations, veterinary practices, dry cleaners, restaurants, and bar services.

Our Firm serves as outside “general counsel” to a variety of small to medium sized businesses.  We pride ourselves on efficiently advising clients on a variety of recurring and day-to-day legal issues.  For example, we often assist in the drafting and negotiation of covenants not to compete (CNC), non-disclosure, and confidentiality agreements, as well as executive, employment and other compensation agreements that may involve severance packages.  Our Firm has also assisted individuals in similar negotiations from the employee’s perspective.

Further, we often advise clients on matters involving various forms of secured lending, including those involving UCC-financing agreements, UCC sales and warranty issues, and bulk sales transactions.

Our Firm is also proficient in distribution and licensing agreements, as well having negotiated and drafted franchising agreements and Uniform Franchising Offering Circulars (UFOC’s) from both the franchisor’s and franchisee’s side of the table.  

For more information or to arrange a consultation, send us an e-mail or call us at (404) 888-3772.

Securities Law

Federal and state securities laws are often times implicated in the offering of equity and debt securities.  Our Firm is experienced in advising both investors and issuers through the complexities and obligations of the Securities Act of 1933 and the Securities and Exchange Act of 1934, as well as state law “blue sky” regulations, having issued opinion letters on these areas.  The Firm has prepared periodic reports for public companies under the Securities Exchange Act as well as advised clients regarding compliance issues involving Sarbanes Oxley.

For private companies with a view to go public in the future, our Firm has assisted entrepreneurs strategically design the formation of their company to effectively and efficiently manage their growth through warrants, private placements and venture capital.  Our work includes designating preferences in the equity structure, organizing the manner in which the board of directors is constituted, and the implementation of an appropriate employee stock option plan. 

In addition, our Firm is well-versed in state shareholder inspection rights, shareholder appraisal rights, corporate “squeeze-outs,” and minority shareholder rights, including derivative actions.

For more information or to arrange a consultation, send us an e-mail or call us at (404) 888-3772.