Atlanta Business Lawyer Blog

In my Atlanta, Georgia Business Law Firm, I have many clients that come to me to help them set up their businesses. Business entity formation, partnership and operating agreements, employment contracts and agreements, and employment law are all areas that I frequently work on for my clients. There are other times, though, when I do represent my business clients in court. In fact, according to a 1997 ruling by the Georgia Supreme Court, any Georgia business that is facing litigation must hire a licensed attorney to represent the company. Thus, if you do not have a business attorney and become involved in litigation, you must retain one. What is more, many of my Atlanta, Business Law Clients who work with our Georgia Business Attorneys out of our Atlanta or Marietta Offices, often comment on how glad they are to have us nearby for piece of mind, prosperity, profitability, but most of all, that they know we are there for them when something inevitably and/ suddenly arises. I have engaged in dialogue with many of my clients, on more on a few occasions, to find out what makes having a good Local Atlanta, Georgia Business Attorney essentially, on call (or on staff). Virtually all of the answers I received were statements about how a prudent businessperson cannot just go out and find a business lawyer their business can work with and trust at the last minute . . . like a Starbucks.

As a result, it is always prudent to have a lawyer on hand who is familiar with the company and can step in if litigation arises. But, there are other very good reasons to hire a business lawyer. The first is to properly set up the business. Deciding on which type of business entity will work for the business model is important before filing the proper paperwork. A knowledgeable Georgia Business Attorney is invaluable at this stage in business formation. Personal liability issues and tax consequences need to be considered and an experienced Atlanta, Georgia business lawyer will have good insight into which options are best for the business. An hour could be all that is required to complete an initial assessment of this step, but doing it right can help you avoid future financial and legal issues and serious tax problems or lost tax benefits.

Before hiring employees at the new company, it is essential to draft solid Georgia employment contracts. Job duties, payment terms, non-disclosure agreements and non-competition clauses all need to be considered. These documents will ensure that future litigation is kept to a minimum. This is especially true given the most recent proposed changed to The Georgia Constitution wherein Judges will be allowed to “blue pencil” in changes to employer-employee agreements to make them enforceable so long as they are no less favorable to the employee. (This subject matter is a whole new set of Articles/Blogs which will be coming soon. The fact is, the fallout from this legislation has yet to be seen).

An Atlanta, Georgia business attorney and Atlanta, Georgia employment attorney can also help with the hiring and firing or the process of “laying off” employees and can assist with setting up a system to measure employee performance. The guidelines and contracts that are established early on will help protect the company if any employee ever files a lawsuit against the company. Besides paying employees, many companies purchase services from suppliers, have leases on property (for example, vehicles and commercial real estate) and sign distribution or licensing agreements. A business attorney will safeguard your company against one-sided agreements by negotiating favorable terms for the company.

Continue reading " WHY RETAIN AN ATLANTA, GEORGIA BUSINESS LAWYER BEFORE A LEGAL CRISIS? " »

In my Atlanta, Georgia Commercial Real Estate law practice, I help clients with all types of Atlanta, Georgia real estate transactions, disputes, and litigation. While some consider only consulting with a lawyer when problems occur, an experienced Georgia commercial real estate lawyer will work with his clients to prevent problems from occurring. Commercial real estate brokers and lawyers provide valuable services to anyone buying or selling commercial real estate. In fact, it is even more imperative to protect yourself in the current tumultuous and fragile real estate environment.

When selling and/or purchasing commercial property it is a good idea to work with both a commercial real estate broker and a commercial real estate lawyer. Real estate brokers help clients find properties and will negotiate the terms of the purchase agreement. A good commercial property broker has a wealth of knowledge about the market and will network with other brokers to gather information that will ultimately benefit the client. Real estate brokers also have contacts in related fields, such as mortgage brokers, and property inspectors.

Atlanta, Georgia Commercial real estate lawyers can help commercial property investors because they are qualified to dispense legal advice and will protect the client from costly mistakes. As an expert in real estate law, I know an our Georgia real estate attorneys will draft effective legal documents to represent and protect their both in and of court. An experienced Atlanta, Georgia commercial real estate lawyer can handle a wide variety of real estate issues, such as construction defects, land use and zoning and contract disputes. Moreover, at the end of the day, an Atlanta commercial real estate lawyer has no qualms about killing a deal, which does not serve his client’s bests interests. This is inherent because commercial real estate lawyers are usually paid hourly, and not only if the deal goes through. This is oftentimes the case with commercial real estate brokers and I fear there have been times when they have looked the other way to ensure the deal goes through, and thus payment of their commission is ensured.

Continue reading " COMMERCIAL REAL ESTATE ATTORNEYS AND BROKERS – HIRING BOTH IS AN EXTRA LAYER OF PROTECTION IN TOUGH ECONOMIC TIMES " »

The focus of this Blog Article will be Self-Dealing and Breach of Fiduciary Duties in this scenario. However, it is important to note that that Self-Dealing is just one way a breach of fiduciary duty can occur.

There are numerous situations where breach of fiduciary duties can arise. There are also many types of fiduciary duties, which can arise. Some of the most commonly breached fiduciary duties are as follows:

• Self Dealing

• Misappropriation of Funds

• Neglect of Fiduciary Duty

• Usurping Business Opportunities for Personal Gain

• Abuse of Power

• Shareholder Oppression

• Shareholder Squeeze Out

• Shareholder Freeze Out

• Conversion of Funds

• Failure to Act When Fiduciary Duty Imposes Such A Requirement

There are also a number of relationships that give rise to fiduciary duties. Some are as follows:

• Directors and Officers in Corporations

• Partners in Business

• Real Estate Brokers

• Real Estate Agents

• Stockholders/Shareholders

• Financial Advisors

• Financial Brokers

• Executors of Estates

• Trustees of Trusts

• Administrators of Estates

• Personal Representatives of Estates

• Guardianships of Wards

• Conservatorshops of Wards

• Powers of Attorney

• Health Care Situations

These different types of breaches of fiduciary duties will be addressed throughout this Atlanta Business Lawyer Blog over the course of time. However, for the purpose of this Blog Article, we will concentrate on one of the most frequently breached fiduciary duties, the classic case of “Self Dealing”.

Self-dealing is often occurs between officers and directors of Georgia corporations have a fiduciary duty of care and loyalty to the shareholders of those organizations. As such, under Georgia law they are obligated to act in good faith and in the corporation’s best interests. When officers or directors put their own personal interests above those of the corporation and shareholders (i.e. by using corporate assets for their own benefit), this is considered self-dealing. Issues such as self-dealing are a growing issue and occurrence in corporations. The Atlanta Fiduciary Law Attorneys in my Atlanta, Georgia Business Firm have represented numerous clients who have made with claims concerning self-dealing against the “higher-ups” and/or other “shareholders” in the corporation.

When this type of allegation is brought forward, the plaintiff must provide proof that the officer or director derived personal benefit from the transaction. If this is shown, then the officer or director must defend their actions by demonstrating that the transaction was for the benefit of the Georgia Corporation, and any perceived self-dealing was just happenstance and circumstantial. Even when the director or officer does prove that the action was favorable to the corporation, and ultimately the shareholders, it still may be considered a breach of fiduciary duty.

Self-dealing and other breaches of fiduciary duty can financially destroy a corporation. Thus, it is essential to have an operating agreement that clearly defines the obligations of all members and interested parties to a corporation. An experienced Atlanta, Georgia Fiduciary Law Attorney can put a stop to the self-dealing and adequately assist in imposing remedies in equity and at law upon the self-dealing party. Nevertheless, to dispense with arguments that self-dealing did or did not occur; it is wise to have an Georgia operating agreement that defines the responsibilities among members of the company, both for shareholders, directors and officers, and employees. A comprehensive operating agreement should be part of the beginning and day to day operation of any corporation.

Continue reading " GEORGIA BREACH OF FIDUCIARY DUTY LAWSUITS ON THE RISE AS SELF-DEALING RUNS RAMPANT " »

As an Atlanta, Georgia construction lawyer who focuses on Georgia home construction defects, I am well aware that an improperly installed roof can quickly compromise the total structure of the building it was meant to protect. A sound roof is similar to a solid foundation; a sound roofing system will shield a home from the elements and prevent water damage, energy loss and insect and animal infestations. This is aside from the direct, more open and obvious damages an improper roof can cause.

Quite often in the case of roofing, out of sight is out of mind. It is easy to overlook hard to reach parts of a house and multi-story structures and roof slopes can make self-inspection difficult. It is well worth the money spent to have your roof properly and thoroughly checked for Georgia roofing construction defects that can cause deterioration and damage. This is true even though a roofing professional needs to be hired to perform this task.

Some roofing deterioration is a part of age, but other conditions are a result of poor workmanship and cost cutting by installers. Whenever hiring a roofing company, it is best to personally oversee any roofing work that is done. But many times this is not possible, especially when purchasing an older home that has just been re-roofed, or a new home several months after construction is complete. Once a roofing defect is suspected, it is important to retain an Atlanta, Georgia Construction Defect Attorney to help recover damages.

Understanding some of the key components of a good roofing system will help homeowners recognize the types of roofing defects that cause future structural damage.

• Decking – This is the base, into which shingles are nailed. In newer homes plywood is the most common decking material.

• Shingles – Improperly installed or sub-standard shingles will deteriorate more rapidly and shorten the life of your roof. Shingles come in many types, including asphalt, wood, metal and clay. Asphalt shingles are the most economical and common type. Bald spots on asphalt shingles indicate a loss of granules and, if the roof is newer, can indicate poor shingle quality.

• Roof Vents and Soffits – When venting is sufficient, it prolongs the life of the roof by removing heat and moisture from the attic. Improperly installed, or insufficient venting, can cause excessive energy usage (to cool and heat the home) and be the source of structural damage, such as deck warping, and mold/mildew. In cold climates during the winter, heat buildup in the attic can lead to the formation of ice dams on the roof that cause leaking.

• Flashing – Flashing, when installed properly, will stop water from entering the home around vent pipes, chimneys, skylights and where the roof might meet an exterior wall surface.

• Gutters and eaves troughs - These systems carry water off the roof and away from the foundation. A poorly designed drainage system on a pitched roof will not usually cause leaks, but can damage the home’s foundation. For flat roofs, improperly designed drainage will eventually compromise the roofing material and cause leaks.

Continue reading " GEORGIA HOMEOWNERS HAVE LEGAL RECOURSE FROM ROOFING DEFECTS " »