Red Mountain Law Group is
a network of law firms representing entrepreneurs, startups, small businesses and private interests in Birmingham, Alabama.
a network of law firms representing entrepreneurs, startups, small businesses and private interests in Birmingham, Alabama.
Entity Formation and Business Planning
- For a start-up manufacturer, initial representation included formation of Alabama corporation with founding shareholders. We then assisted the founding shareholders with a “friends and family”round of financing consisting of several individuals, and worked with the founders in structuring a subscription agreement, private placement memoranda and other transactional documents. The “friends and family” round was followed by a second round of financing several months later that presented similar issues. The company then reached the stage of early-round venture capital investment, which we assisted in structuring financing for. Representation included drafting of contracts for services, development of an incentive stock option plan, consulting agreements, and confidentiality and non-solicitation agreements. The company now has in excess of $2 million in revenue and is pursuing additional capital.
- Assisted professional engineers in establishing a new business by taking them through choices of entity analyses including specific tax and governance issues that needed to be addressed, creating and incorporating the entity, preparation of a strategic alliance agreement with the previous employer and related-party promissory notes that provided initial capital to start the business.
- For a software company, initial representation involved formation of Alabama corporation with founding shareholders including a shareholder’s agreement with buy-sell provisions. The corporation provides services over the Internet through the use of proprietary software. Representation involved multi-state tax and business planning, as well as the creation of an application services agreement for use of the software.
- Initial representation for a medical equipment company included formation of Alabama corporation including a shareholder’s agreement with buy-sell provisions. The corporation leases medical equipment to physician practices in Alabama, Mississippi and Florida. Alabama representation involved multi-state tax and business planning, drafting of consulting agreements, employment agreements and equipment lease agreements, and discussions/negotiations with potential acquisition targets.
- Assisted a start-up technology company in raising $2 million in venture capital to fund growth plans. We created a new Delaware corporate entity, assigned intellectual property and ownership interests, filed for trademarks, negotiated term sheets, created comprehensive financing documents including stock purchase agreement and investor rights agreement, drafted employment agreements and successfully consummated the financing.
- Represented founders of an Alabama retail products company in formation and with first round capital raising from third-party investors using convertible debt financing. We continue to assist the company with additional financing and distribution, and broker contracts.
Mergers and Acquisitions, and Strategic Alliances
- Represented a retail company seller of assets to a competing company. We negotiated the sale and the acquisition of an equity interest in the purchasing company for the seller.
- Represented a retail company purchaser of assets of a multi-location retail company. We negotiated the purchase agreement, agreements with existing vendors, agreements with existing landlords, and a consulting agreement and non-compete agreement with the seller. Extensive due diligence review was required.
- Represented an Alabama purchaser of a financial planning practice in Georgia. We negotiated a purchase agreement and non-solicitation agreement with the seller.
- Represented a company owning biomass supply contracts in joint venture with an energy company to purchase and operate biomass plants in two Southeastern states.
Contract Drafting, Review and Negotiation, and Corporate Maintenance
- We have prepared multiple agreements in restraint of trade during company formation processes, and when consultants were hired, we have provided agreements for non-competition, non-solicitation, non-disclosure and ownership of work.
- Our lawyers have prepared waivers and releases for companies in a variety of industries as needed for events and liability protection. We have advised on the most effective way to have such waivers be effective in the event of liability, and coupled this advice with risk management and insurance procurement as necessary.
- We have maintained corporate records and held annual and special meetings of directors and shareholders for a variety of clients, acting in a proactive manner to ensure best practices are followed including — as necessary — providing notices, waiver of notices, meeting facilities, drafting of minutes, agenda development and proxy statements.
Real Estate Transactions
Purchase and Sale Transactions
- Represented the seller of a warehouse/industrial property in a seller-financed sale to a public entity in Jefferson County, Alabama. Representation involved the preparation of transaction documents including financing documents. Representation also involved resolving complicated title issues such as negotiating the purchase of a railroad right-of-way when the railroad refused to acknowledge abandonment of the right-of-way.
- Represented the seller of a large retail-use building in Jefferson County, Alabama.
- Represented the seller of undeveloped land in a seller-financed sale of property in Jefferson County, Alabama. Representation involved the preparation of transaction documents including financing documents.
- Represented the purchaser of church property and improvements in Montgomery County, Alabama, by preparing purchase and sale agreements.
- Represented the seller of industrial property in St. Clair County, Alabama.
- Represented the purchaser of promissory notes secured by commercial property in Tuscaloosa County, Alabama.
- Represented the purchaser of an office condominium property in Shelby County, Alabama.
- Represented the seller of light-industrial property in Jefferson County, Alabama.
- Provided corporate, real estate and tax advice to a developer group in connection with a coastal condominium development.
- Represented a purchaser with respect to the purchase of land and an industrial facility in Cullman County, Alabama.
- Represented a developer with respect to a condominium project located in Montgomery County, Alabama.
- Represented the landlord of a retail space in the eviction of a tenant and pursuit of unpaid rent. Judgment was obtained against the tenant and the tenant’s property was seized and sold to satisfy the judgment.
- Represented the landlord of an office park space in the eviction of a tenant and pursuit of unpaid rent. Representation included negotiating a settlement with the tenant for the unpaid rent.
- Represented the landlord of an office space in disagreement with a tenant regarding the duration of a lease, and the rights of the landlord and other tenants to utilize common areas. Representation included negotiation of the terms of the tenant’s departure from the building.
- Represented the landlord of retail shopping center in dealing with a “big box” tenant that had filed Chapter 11 bankruptcy reorganization. We advised the landlord of their rights to pre- and post-petition rents and costs, and assisted the landlord with filing claims with the U.S. Bankruptcy Court.
- Represented a landlord in developing and leasing property to a national trucking company in Montgomery County, Alabama.
- Represented the tenant of a service station property in a lease with the option to purchase and with partial sub-lease for a retail store in St. Clair County, Alabama.
- Represented a regional franchisee in a shopping center lease in Shelby County, Alabama.
- Regular representation of individuals, closely held companies and trusts providing seller financing of commercial and residential real estate properties.
- Regular representation of financial institutions of various sizes in connection with the financing of residential real estate.
- Regular representation of financial institutions of various sizes in connection with the financing of commercial real estate.
Workouts and Foreclosures
- Represented a financially troubled real estate investor client who owned multiple investment properties financed by a regional bank. It was discovered that the investment properties had title defects unknown to the lender. We negotiated the payment of a lump sum amount to settle the entire loan balance on the investment properties, and are currently working with the client toward the curing of the title defects.
- Represented a real estate investor client who owned multiple real estate properties in Alabama and Florida. A bank refused to renew the loan on certain property due to the loan balance exceeding the value of the property. We assisted the client with the refinancing of the “underwater” property with a different bank, and the short-term refinancing of the other properties with the existing bank.
- Represented a mortgage investor client who purchased a real estate mortgage on seller-financed residential property. The purchaser-borrower ceased making mortgage payments. After attempts to contact the purchaser-borrower regarding debt failed, we assisted with the property foreclosure and its return to the client.
- Represented a light-manufacturing company by working with management and turnaround experts in creating a workout plan and negotiating forbearance agreements with financial institutions and the Small Business Administration.
- Represented an industrial/manufacturing process equipment company by working with management and company accountants to create a workout plan and negotiate a forbearance agreement with the financial institution.
Estate Planning and Probate
- Assisted multiple individuals and families in planning and preparing wills, trusts, health care powers of attorney and durable general powers of attorney.
- Assisted multiple individuals with federal estate and gift tax planning.
- Assisted multiple executors and administrators with the probate administration of estates in various counties throughout the State of Alabama.
- Represented multiple heirs in monitoring appropriate administration of estates of which they are beneficiaries.
- Represented heirs in an action to remove the executor for breach of fiduciary duty in Jefferson County Probate Court.
- Represented multiple taxpayers assessed with the responsible person penalty (relating to employment taxes) before the Internal Revenue Service.
- Assisted multiple taxpayers in negotiating offers-in-compromise and installment agreements with the Internal Revenue Service.
- Represented an estate in the U. S. District Court of Northern Alabama in proceedings related to the alleged non-payment of income taxes by a decedent.
- Advised sellers and purchasers with respect to the state and local tax consequences of the purchase and sale of a business.
- Advised businesses with respect to state and local income tax planning.
- Represented multiple businesses in sales and use tax audits conducted by the Alabama Department of Revenue.
- Represented ticketing company owners in negotiating and drafting a software license agreement with an African company in a related industry.
- Represented an Alabama resident in copyrighting a treatment for a potential reality television show.
- Represented travel services corporation owners in successfully obtaining a trademark for their valuable brand logo that had been used in commerce since 1989.
- Represented a technology company in successfully obtaining a trademark for their name and logo after initial refusal for likelihood of confusion.
- Represented consumer products corporation co-owners in successfully obtaining multiple trademarks for its brand.
- Assisted multiple employers with various employment law needs including employment contracts, counseling on terminating employees, Title VII training, preparation of employee handbooks, and internal investigations and defense of EEOC claims related to alleged misconduct based on a variety of federal statutes.
Construction Law / Construction Litigation
- Represented an assignee of a mortgage on property in Shelby County, Alabama, in foreclosure and deficiency proceedings, resulting in transfer of property ownership to the client.
- Represented a regional construction company in collection action against a contractor in Shelby County, Alabama, resulting in full payment.
- Represented a building owner in analyzing insurance coverage for damage to property.
- Represented a subcontractor in a payment dispute with general contractor.
- Represented a building owner in defending lien claims and pursuing rights against surety.
- Represented a hotel landlord in a dispute over the correct amount of profits-based rental payments.
- Represented multiple sellers and purchasers in disputes over earnest money in real estate purchases and sale transactions.
- Represented company successfully with respect to product and warranty claims.
- Represented company successfully with respect to employment claims.
- Represented company successfully with respect to trucking accident claims.
- Represented commercial property owner in restraining foreclosure action brought by construction creditor, resulting in possession of property under favorable terms due to advocacy of voidable penalty clauses. Additional representation of client against restaurant tenant in commercial unlawful detainer action as consolidated with claim for damages due to destruction of property and failure to pay rent.
- Represented medical professional in business breakup to favorable settlement in lawsuit against former partner who was denied benefits owed in severance clause contained in employment agreement and under ERISA; defended counterclaims based on hiring former employees.
- Represented financial consulting company co-owner in judicial dissolution and shareholder derivative actions. Assisted in early preliminary negotiations and eventual deadlock as to share value that resulted in lawsuit with an array of jurisdictional issues, procedural issues and issues concerning judicial dissolution; ultimately obtained a settlement in a successful mediation in which other party received significantly less value for ownership interest.
- Represented out-of-state co-owner of local retail company in business breakup (often referred to as business divorce); successfully negotiated membership interest buyout.
- Represented real estate company in business divorce with former owner.
- Represented an estate successfully through all avenues of appeals with respect to breach of fiduciary claims.
- Represents agents of the State of Alabama in a wrongful death action.
- Represented a stockholder successfully with respect to business disputes.
- Represents a governmental entity and property owners in condemnation actions.
- Represented a municipality with respect to EPA claims and employment claims.
- Represented a client in a securities fraud lawsuit for the recovery of monies invested in a fraudulent investment scheme. The client prevailed at the trial court level. The defendant appealed and the Alabama Court of Civil Appeals decided in the client’s favor. The defendant petitioned the Alabama Supreme Court for Writ of Certiorari. The Alabama Supreme Court denied the writ with no opinion.