Our attorneys have the experience to successfully guide both entrepreneurs and established business owners through the myriad of transactions necessary to establish, grow, protect and sell their businesses. We assist clients with each issue that occurs in the life cycle of a business: pre-formation planning, initial capital raising, mergers and acquisitions, intermediate-level financing, directors’ and officers’ liabilities, franchising, reorganization, trade association membership, joint ventures, divestures, business successions and shareholder rights.

As part of the entity formation and business planning practice, we analyze the practical, legal and tax consequences facing a client’s business and determine what structure is best suited to achieve the business owner’s goals. We perform similar analyses for new clients who have existing businesses. We regularly draft, negotiate and review agreements among business owners at formation and at various times during the evolution of a business. We assist in the negotiation and documentation of buy-sell provisions and governance provisions in corporations, partnerships and limited liability companies, and in subsidiary and holding company formation as the need arises.

Services Provided Include:

• Choice of entity analysis
• Incorporation documentation for Alabama and Delaware corporations (e.g., certificates of incorporation/formation, bylaws, organizing minutes, share registers, stock certificates)
• Formation documentation for Alabama and Delaware limited partnerships, limited liability partnerships and limited liability companies (e.g., certificates of limited partnership, certificates of formation, partnership or operating agreements, organization of minutes)
• Drafting of shareholder agreements, separate buy-sell agreements and joinder agreements for new incoming owners, and separation agreements for departing owners of corporations, partnerships and limited liability companies

Representative Transactions:    

• 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.

Intrinsically related to the legal structure of a business is raising capital, a major challenge for any business. We assist, advise, negotiate and document private equity and debt financing. We prepare private placement memoranda and other necessary federal and state securities filings. In addition to advising clients in connection with venture capital financing, we assist clients with traditional bank financing by reviewing and negotiating their financing documents.

Services Provided Include:

• Financing analysis and strategy development
• Private placement memoranda (“PPM”)
• Small offering (“friends and family”) documentation
• Investor-side representation
• Operating agreements structured for preferred returns
• Investor rights agreements and subscription agreements
• Review and negotiation of bank financing

Representative Transactions:

• 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.

We have experience in complex business combination transactions involving privately-held businesses including stock-for-stock mergers, cash mergers, negotiated tender offers, share purchases and dispositions and asset purchases. We also regularly advise our clients with regard to strategic alliance agreements to capitalize their business partners’ strengths in other markets.

Services Provided Include:

• Asset purchases — seller and buyer side
• Stock purchases — seller and buyer side
• Due diligence (buyer), due diligence facilitation and preparation (seller)
• Divestures
• Change of domicile mergers
• Division sales
• Strategic alliance agreements
• Joint venture agreements
• Transaction closings (deal representations)

Representative Transactions:

• 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.

We assist businesses in drafting and negotiating sales or service agreements with customers, suppliers or consultants. Quarterly and annual board meetings and other management reviews may also require documentation depending on a company’s choice of entity, and proper corporate records must also be maintained. We additionally provide these services.

Services Provided Include:

• Contract/warranty review
• Purchase orders and other sales agreements
• Non-competition, non-solicitation and non-disclosure agreements with independent contractors/consultants
• Due diligence review of company records
• Resolution and action drafting
• Maintenance of corporate records and development of corporate record-keeping policy
• Licensing and marketing agreements
• Formation of sales or services contracts

Representative Transactions:

• 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.

We represent individuals and businesses in their acquisition, disposition, development, investing, leasing and management activities relating to residential and commercial properties. Our experience includes working with various entities and transaction structures in order to achieve the business and tax goals of the participants. Our representation of contractors, subcontractors and real estate lenders gives us a broad understanding of the issues faced by our real estate clients, and helps us provide them with comprehensive advice.

We advise clients on the acquisition and sale of a wide variety of residential and commercial real estate including undeveloped land, condominiums (both residential and commercial), office buildings, multi-family properties, industrial properties and mixed-use developments.

Services Provided Include:

• Drafting and negotiating purchase and sale contracts
• Counseling purchasers and sellers in contract disputes
• Representing parties in like-kind exchanges of real estate
• Resolving title issues

Representative 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.

We represent residential and commercial developers of many types of real estate projects. We assist clients with structuring the transaction, choosing an appropriate development entity, negotiating purchase contracts and ancillary documents, project financing, leasing and land-utilization matters.

Services Provided Include:

• Formation of joint ventures and other development entities
• Drafting restrictive covenants, reciprocal easements agreements and construction contracts

 Representative Transactions:

• 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.

We represent developers, tenants, landlords and leasing agents with respect to the leasing of residential and commercial properties of all types including industrial, retail, office, warehouse and timberland.

Services Provided Include:

• Drafting and negotiating leases
• Real estate management agreements
• Counseling landlords and tenants in disputes over lease agreements
• Lease restructuring and workouts
• Collection actions for back rent

Representative Transactions:

• 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.

We represent borrowers and lenders in commercial and residential real estate lending transactions. This includes acquisition and construction financing, permanent financing, mortgage loans and equity financing.

Services Provided Include:

• Drafting and negotiating notes, mortgages and security agreements
• Preparing assignments of rent, personal guarantees, environmental indemnity agreements, UCC-1s and other documents necessary to financing transactions
• Closing of financing transactions

Representative Transactions:

• 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.

We work with troubled companies and financial institutions in restructuring loans, assisting in the creation of workout plans, and negotiation and documentation of workout arrangements. We assist lenders in enforcing their rights under financing documents including foreclosures, deeds in lieu of foreclosure and actions to collect loan deficiencies.

Services Provided Include:

• Working with companies, their accountants and occasionally turnaround specialists in formulating a workout plan
• Drafting forbearance agreements
• Conducting foreclosure sales
• Preparing notices of foreclosure sales, foreclosure deeds, notices to vacate and other documents necessary for the foreclosure process

Representative Transactions:

• 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.

We represent clients with a wide array of estate and/or probate planning needs from simple wills to estate and gift tax planning, charitable planning, creative wealth transfer techniques, estate probate administration and handling exempt organizations. In addition to providing comprehensive services for individual clients, we plan for the operation, succession and disposition of family-owned or closely-held businesses. Our goal is to create a comprehensive plan for each client that addresses tax, family, guardianship and financial objectives. In addition, our attorneys have successfully litigated numerous probate disputes.

Services Provided Include:

• Simple wills and simple wills with testamentary trusts
• Complex wills and trusts addressing estate tax issues
• Grantor trusts (“IDGT”)
• Irrevocable life iInsurance trusts (“ILIT”)
• Qualified personal resident trusts (“QPRT”)
• Family limited partnerships and limited liability companies
• Durable powers of attorney and advanced health care directives
• Estate administration and heir representation in probate proceedings

Representative Transactions:

• 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.

Our multidisciplinary practice provides experienced tax representation to all types of entities including corporations, limited liability companies, general and limited partnerships, trusts and estates, and various nonprofit organizations. Our tax attorneys also represent individuals on personal tax matters such as investments in businesses, employment and benefits issues, wealth management and transfer issues, asset protection issues and estate planning.

We regularly advise a variety of entities and individuals including corporations, general and limited partnerships, joint ventures, limited liability companies, sole proprietorships and tax-exempt organizations on federal taxation issues. Our federal taxation practice is primarily concentrated in the following areas: (1) advising individuals and businesses regarding their business operations and business transactions and (2) tax controversies. We provide practical tax advice that is consistent with achieving clients’ goals. When necessary, we obtain private letter rulings from the Internal Revenue Service regarding the tax treatment of certain transactions.

Services Provided Include:

• Business formations including choice of entity
• Taxable and tax-free mergers, acquisitions and reorganizations
• Taxation of real estate and other property transactions
• Taxation of executive/employee compensation
• Business dissolutions/liquidations

With respect to tax controversies, we have represented clients in tax audits and dispute proceedings before the Internal Revenue Service, the U.S. Tax Court and the U.S. District Court. The controversy matters we have handled cover a wide array of issues such as responsible person penalties, capitalization rules, reasonable compensation, tax-exempt bond anti-arbitrage rules, tax shelters (e.g., sham trusts and offshore deferred compensation schemes) and failure to file returns. Our experience in both tax planning and tax controversy areas allows us to advise clients regarding audit strategies prior to the filing of returns.

Services Provided Include:

• Audit representation
• Appeals division representation
• U.S. Tax Court and U.S. District Court representation
• Collection due process representation
• Preparation of offers in compromise
• Tax liens

Representative Transactions:

• 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.

Similar to our federal tax practice, we represent a variety of individuals and business entities regarding state and local tax issues. Our state and local practice is also primarily concentrated in the following areas: (1) advising individuals and businesses regarding their business operations and business transactions and (2) tax controversies. We routinely advise clients regarding the state and local impact of business transactions and how transactions may be best structured in order to minimize state and local tax liabilities. If the situation so dictates, we obtain an informal or formal revenue ruling from the Alabama Department of Revenue in order to confirm the desired state tax treatment of a particular transaction. We also guide clients through tax audits, administrative appeal officer hearings, administrative law division hearings, and circuit and appellate court proceedings.

Services Provided Include:

• Personal and corporate income tax
• Financial institutions excise tax
• Business privilege tax
• Utilities gross receipts tax
• Sales and use, rental and lodgings taxes
• Severance taxes
• Motor fuel, gasoline and lubricating oil taxes

Representative Transactions:

• 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.

The State of Alabama, its counties and municipalities offer an array of economic and tax incentives for businesses looking to build new facilities or expand existing facilities. We have experience advising businesses on obtaining incentive grants, tax abatements, capital credits and special tax rates from the State of Alabama and its counties and municipalities. We negotiate these incentives with local governmental officials, work with the State of Alabama Department of Revenue’s Office of Economic Development and draft the necessary agreements.

Services Provided Include:

• Sales tax, ad valorem tax, and recording and transferring tax abatements
• Capital credits
• Site development grants and other grants
• Special tax rates for capital equipment, machinery and similar items

Trademarks

We believe that a company’s identity is among its most important assets. With great significance comes a greater need to find proactive solutions to protect the company’s identity from possible infringement. Companies turn to us to aid them in building, maintaining and safeguarding this asset. As such, we counsel and assist clients in everything from the selection of their trademark to its registration and enforcement.

Copyrights

Federal copyright registration is also an integral part of our intellectual property practice. We regularly protect creative works ranging from artwork and literary works to computer software. We also advise clients concerning the licensing, policing and enforcement of their copyright rights.

Trade Secrets

Trade secrets are becoming increasingly important in today’s information age and are often used by smaller companies as an alternative to obtaining a patent. We often aid clients in drafting confidentiality agreements and employment agreements in order to better protect these valuable assets.

Information Technology (IT) and Software Protection

A company’s proprietary software and customized programming are also in need of protection, and we can develop and implement strategies to protect these assets. Our experience includes aiding numerous companies in negotiating and drafting software-related contracts in order to protect this valuable information.

Licensing of Intellectual Property

Intellectual property licensing can be a profitable business if effectively managed. We draft licensing agreements for clients to preserve the integrity and value of the trademark, and to ensure the licensed products maintain the quality expected by customers. Additionally, we aid in the negotiation of these arrangements for clients.

Services Provided Include:

• Conducting trademark clearance searches
• Advising clients concerning trademark and copyright law
• Registering trademarks with the U.S. Patent and Trademark Office
• Registering copyrights with the U.S. Copyright Office
• Implementing and executing strategies for protecting software
• Drafting license, development and maintenance agreements

Representative Transactions:

• 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.

We help our clients take the necessary steps to prevent potential liability. Our attorneys advise clients on improving day-to-day operations such as employment and disengagement agreements, policies and procedures, regulatory compliance, employment publications and employee training. Our practice focuses on litigation and administrative proceedings, preventive counseling, training, policy preparation and implementation, and alternative dispute resolution.

 Services Provided Include:

• Employment policies and procedures, including “best practices”
• Wrongful termination and employment discrimination disputes
• Employment considerations for mergers and acquisitions
• Wage and hour, overtime and exemption issues
• Disability, family and medical leave, and employee accommodation
• Unfair labor practice litigation
• Grievance arbitrations
• Employment contracts and employee benefits
• Hiring, training and job selection criteria
• Workplace torts, and co-worker violence and harassment including technology issues
• Unfair competition, restrictive covenants and trade secrets

Representative Transactions:

• 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.

We represent numerous owners, developers, subcontractors, architects and engineers. Our attorneys know the construction industry and handle every aspect of related projects. We prepare and negotiate construction contracts and represent clients in title disputes and materialmen lien and bond claims. We have extensive experience in all forms of construction litigation and have successfully tried jury cases before state and federal courts, and assisted with arbitrations and mediations.

Services Provided Include:

• Licensing and bonding
• Drafting and negotiating contracts
• Insurance coverage and claims
• Performance issues and payment issues
• Contract disputes
• Mechanics’ and materialmen’s liens
• Litigation/arbitration

Representative Transactions:

• 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.

Our Commercial Litigation practice thrives as a result of the investment we make to understanding the business environments in which our clients exist, and our clients’ day-to-day business issues and strategies. We pride ourselves on the collaborative relationships we have forged with clients and our reputation for excellence and practicality among the bench and bar. Our attorneys have trial, mediation, arbitration and appellate experience in nearly every type of commercial dispute. We manage each case as both a legal and business problem, and always aim to resolve every matter in a way that minimizes negative impact on the business and avoids unnecessary costs and burdens.

Services Provided Include:

• Business breakups, partnership disputes and derivative actions
• Commercial disputes in state and federal courts

Representative Cases:

• Represented a company successfully with respect to product and warranty claims.
• Represented a company successfully with respect to employment claims.
• Represented a company successfully with respect to trucking accident claims.
• Represented a commercial property owner in restraining foreclosure action brought by a construction creditor, resulting in possession of property under favorable terms due to advocacy of voidable penalty clauses. Additionally, we have represented a client against a restaurant tenant in a commercial unlawful detainer action as consolidated with a claim for damages due to destruction of property and failure to pay rent.
• Represented a medical professional in a business breakup to a favorable settlement in a lawsuit against a former partner who was denied benefits owed in a severance clause contained in the employment agreement and under ERISA. We have also defended counterclaims based on hiring former employees.
• Represented a financial consulting company co-owner in judicial dissolution and shareholder derivative actions. We assisted in early preliminary negotiations and eventual deadlock to share value that resulted in a lawsuit with an array of jurisdictional issues, procedural issues and issues concerning judicial dissolution. We ultimately obtained a settlement in a successful mediation in which other party received significantly less value for ownership interest.
• Represented an out-of-state co-owner of a local retail company in a business breakup (often referred to as business divorce). We successfully negotiated membership interest buyout.
• Represented a real estate company in a business divorce with a former owner.

We assist our clients in various types of litigation including business transactional litigation, contract disputes, stockholder disputes and all types of varying litigation needed by small-to-mid-size businesses and individuals.

Representative Transactions:

• 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.