Banking and Financial Institutions

We represent banks and other financial institutions in commercial transactions, loan restructuring and workouts, and recovery of assets in and outside of bankruptcy. We also advise financial institutions with regard to regulatory and compliance matters.

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Business Contracts

Almost every business has key contractual relationships. Examples include terms and conditions of sale, confidentiality agreements, development agreements, intellectual property licenses, equipment leases, and franchises. We review, negotiate and draft contracts to protect our clients' business and legal interests. We structure agreements with the goal of trying to minimize the likelihood of future disputes or disagreements.

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Business Formation and Structuring

Our firm has significant experience in advising clients regarding choice of entity, including related tax issues, and other start-up issues such as operations organization, employee matters, intellectual property protection, and doing business in other jurisdictions. We also advise clients on corporate succession planning and related tax aspects.

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Business Litigation and Dispute Resolution

Business litigation and dispute resolution is our largest practice area. We represent clients in virtually every type of business and commercial litigation. The firm handles maters in the state and federal trial and appellate courts in Georgia, as well as throughout the United States. We also have extensive experience in administrative proceedings and hearings before federal and state agencies. We also handle matters in arbitration, mediation, and other forms of alternative dispute resolution. In litigation and dispute resolution matters, we strive to succeed while always remaining mindful of the client's overall business needs and goals.

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Commercial Real Estate

Our commercial real estate practice covers virtually all aspects of ownership, investment, use, development, financing, leasing, acquisition, and disposition of commercial real estate. We advise clients on the appropriate vehicle for real estate acquisition. We prepare, review and negotiate sales contracts and related financing arrangements. We draft and review commercial leases. We also assist clients in issues that arise in the day-to-day management of commercial properties.

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Creditors Rights and Bankruptcy

We represent parties in Chapter 11 reorganizations and other business bankruptcies, including secured creditors, creditors' committees, trustees, and debtors-in-possession. We have litigated nearly every type of business bankruptcy issue, including regarding relief from stay, preferences, cash collateral, reclamation, setoff, the appointment of trustees and examiners, valuation issues, asset sales, confirmation issues, cram-downs, executory contracts, DIP financing, fraudulent conveyances, equitable subordination, and discharge.

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Employment and Executive Compensation

Employment issues affect many business decisions. We assist our clients in connection with reviewing and drafting executive employment agreements and independent contract agreements. We evaluate, review and draft confidentiality and non-disclosure agreements, covenants not to compete and covenants not to solicit customers. We prepare employee incentive arrangements, both equity and non-equity based. We also advise on compliance with legislative mandates regarding employment.

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Estate Planning and Administration

We assist clients in their lifetime and testamentary planning. This includes advising clients regarding lifetime dispositions of assets, the preparation of wills, and the preparation of revocable and irrevocable trusts. We also advise regarding living wills, general powers of attorney, and health care powers of attorney. We also represent executors and administrators in connection with the probate of wills and administration of testate and intestate estates.

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Franchise and Distribution

Franchising continues to grow as a method of doing business. We provide guidance in the formation and organization of franchised businesses, including preparation of franchise agreements and offering circulars conforming to Federal Trade Commission and State regulations. We also work with franchisees to assist in operating as a franchise including start-up and franchise compliance. We have significant experience in helping to resolve franchise disputes involving business solutions and litigation.

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Health Care

We represent institutional health care providers, physicians' practice groups, and health care technology companies in dealing with the rapidly changing legal and regulatory environment affecting the health care industry. We help clients deal not only with the increasing pressures of competition, but with the regulatory compliance.

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Hospitality and Alcoholic Beverage Industries

The firm represents many clients in the hospitality industry and the heavily regulated area of alcoholic beverages. Our clients include international, national, and local hotel companies, distillers, breweries, wineries, importers, restaurant chains, department stores, convention centers, supermarket chains, package stores, convenience stores, warehouse club chains, bowling centers, and on-premises consumption establishments such as restaurants, bars, and pubs. As such, we represent clients at the retail, wholesale, and supplier levels. We represent clients across the nation, at the federal, state, and local levels, including before the U.S. Department of the Treasury's Alcohol and Tobacco Tax and Trade Bureau (TTB) and the U.S. Department of Justice's Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF). In Georgia, we represent clients, from all tiers of the system for regulation of beverage alcohol, before the Department of Revenue and before City Councils, County Commissions, local license review boards, and zoning departments. Our work encompasses franchise regulation (including proceedings concerning notices of intention to change wholesalers), trade practices regulation, promotions regulation (including regulation of point of sale materials and consumer specialty advertising), brand and label regulation, trademark, taxation (including excise taxes and sales-and-use taxes), importation, and related real estate, leasing, and landlord-tenant matters. We also handle related federal and state court litigation such as constitutional and antitrust challenges to the three-tier system for regulation of alcoholic beverages and to the taxation of imported alcoholic beverages and such as disputes over the siting of new facilities.

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Insurance Coverage

Insurance is an important aspect of many business disputes. The firm analyzes coverage issues, including matters involving commercial general liability coverage, excess coverage, professional liability coverage and other types of coverage. When necessary, the firm protects the interests of its clients in litigation. We also have experience in handling bad faith claims in Georgia and other states, and claims involving insurance brokers.

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Intellectual Property

Intellectual property rights are among the most valuable assets of any business and require consistent protection to maximize their value. Our attorneys are focused on protecting our clients' rights in our ever increasing technological world. We provide guidance in the acquisition, registration, licensing, and enforcement of these rights including copyrights, trademarks, trade secrets, and confidential information, as well as technology transfer.

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International Law

Georgia has become the home for U.S. operations for many international companies, and representing international companies or their subsidiaries is one of our expanding practice areas. The firm has represented many international companies in their U.S. operations, ranging from start-up, establishing importing and distribution systems, contractual terms and conditions, acquisitions, and litigation. Our lawyers are familiar with the cultural issues faced by international companies in doing business in the United States and are experienced in introducing international business leaders to the somewhat unique - and often litigious - aspects of the U.S. legal system. Two of our shareholders studied law in Germany after law school, worked with German law firms, and speak German. Another shareholder has traveled extensively in Europe and has given public and private seminars on product liability law and other aspects of the U.S. legal system. Our attorneys are active in the German American Chamber of Commerce, the Southern Institute for International Studies, and other international groups. Our international clients include companies in the manufacturing (machinery and equipment), building products, insurance, and wine and spirits industries, among others.

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Mergers and Acquisitions

At some point, most businesses consider growth by acquisition, divestiture of a line of their business to increase profitability, and, often, sale of the entire business to meet owner needs or in response to a significant offer of purchase. Our business lawyers assist our clients in the negotiation, structuring and integration of such transactions, including tax aspects and regulatory compliance.

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Product Liability and Related Issues

Many of our clients face product liability and related issues, which can range from warranty claims to strict liability lawsuits. We assist clients in managing their risks by reviewing their terms and conditions of sale and their insurance coverage. When necessary, we handle product liability and construction defect cases on a local, regional, and nationwide basis for various national and international manufacturing companies. We have extensive experience with claims involving natural gas, machinery, residential windows and doors, commercial glass construction, and HVAC equipment. We also have experience with fire cause and origin investigations and related claims.

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Securities Regulation, Business Alliances and Corporate Finance

Businesses may need to work with other companies or obtain additional funding to respond to new opportunities. We counsel clients in the establishment of joint ventures, partnerships, and other strategic alliances to expand business networks, nationally and internationally, as well as advising with respect to the many aspects of financing to accomplish funding goals. Our finance experience covers a broad range including private placements to raise seed capital, investments by angel investors and venture capital firms, and bridge financing, as well as traditional and creative debt financing. Our work in this area includes tax analysis, compliance with applicable federal and state securities laws, industry specific regulation, and antitrust compliance.

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Sports & Entertainment

We represent individual and institutional clients engaged in sports and entertainment and related business endeavors, including the world's leading professional wrestling organization on a regional basis. We also represent clients in the motion picture, recording, television, advertising, publishing and sports industries, including transactional and litigation matters involving recording and publishing contracts, management and agency agreements, athlete and artist endorsement agreements, corporate sponsorships of sports teams, merchandising and licensing contracts for sports leagues, rights of publicity, rights of privacy, defamation, and related matters.

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Taxation

We assist businesses and individuals in matters involving federal, state and local taxation. Our practice includes federal and state income tax planning; estate tax planning; sales and use tax planning and controversies; IRS determination letters; employee benefits planning and ERISA compliance; and property tax arbitration and litigation.

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