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The Firm represents clients in all aspects of corporate and
commercial law, including:
- Business Litigation
- Business Taxation
- Contracts and Commercial Transactions
- Corporate Law
- Employment Agreements
- Equity and Debt Financing
- Financial Planning
- Purchase/Sale of a Business
- Restrictive Covenants
- Venture Capital and Angel Financing
In connection with the representation of our clients, the Firm has
extensive experience in the following practice areas:
- Formation of new legal entities in Georgia, Delaware, and numerous other
states, including assisting clients in selecting the form of legal entity best
suited for the client's needs.
- Preparation of Shareholders Agreements, Operating Agreements, Voting Trusts
and Financing Agreements.
- Assisting clients in basic business planning, entity formation, tax
strategies, and initial contracts (for example, Non-Disclosure Agreements and
Employment Agreements).
- Formation of both member and non-member non-profit corporations under
Section 501(c) of the Internal Revenue Code.
- Providing guidance to business clients in income and capital gain tax issues
arising from business formation and business sale (including asset sales, stock
sales and mergers).
- Creating and maintaining appropriate capital structures for growing
corporations. The Firm is well versed on the legal, accounting and finance
considerations pertaining to debt and equity financing, including vendor
financing, subordinated indebtedness and senior securities, such as preferred
stock. The Firm also assists clients in the issuance of warrants and
options, often in the context of Employment Agreements.
- Mergers and acquisitions, representing both targets and purchasers.
Our experience includes statutory mergers and consolidations, stock acquisitions
and asset purchases. We are highly experienced in structuring transactions
to qualify as tax-free reorganizations under Section 368(a) of the Internal
Revenue Code. We also assist clients in adopting hedging strategies that
deal with the restrictions imposed upon stock received in such
reorganizations.
- Venture capital investments and angel financing. We assist our
clients in negotiating the structure of transactions, including voting rights,
conversion rights, anti-dilution provisions and exit rights. We also
assist clients in negotiating and drafting registration rights agreements and
other documents associated with a typical venture capital transaction.
- Financial planning, such as estate planning, preparation of wills and
trusts, and hedging strategies on restricted
stock.
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