Practice Area


Corporate Law and Business Transactions

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.