FIVE THINGS TO KNOW BEFORE BUYING OR SELLING A BUSINESS By: Laurance D. Pless Following are some practical observations about buying or selling a business that every business owner should know before venturing into this often unfamiliar territory. Step One: Run the Numbers. Tax liabilities vary widely. For example, one deal structure can risk a double tax. And tying payments to certain circumstances could increase the tax rate on them significantly. “It’s Not Signed Until It’s Signed”. The first document to be agreed upon between ... Read More »
START-UP PACKAGES
START-UPS/FORMING A NEW BUSINESS Overview. So you have a great business idea for a START-UP. You may turn to the Internet for legal help and come across a website or service that contains a form for incorporating a corporation or organizing an LLC. There is so much more to organizing a corporation or LLC, however, than just filing Articles of Incorporation or Organization. If your business has more than one equity holder, a Shareholders’ and Buy-Sell Agreement (in the case of a corporation) or LLC Operating Agreement (in the case of an LLC) ... Read More »
Are you Covered? Insurance In A Company Sale or Acquisition Setting
Many are the details surrounding the closing of a company sale or acquisition. Some details seem more important than others. Insurance fine points fall into a special class and deserve particular attention and care. In the hustle and bustle leading up to a closing, CEO’s and CFO’s should not succumb to a default stance of “let the insurance agents handle it.” Insurance is simply too important. Coordinating coverage at a time of transition, such as a sale, is often like fitting the pieces of an elaborate puzzle together. It takes great care ... Read More »
Entity Liability Insulation – A Rugged, Eloquent Voice From 1929 – Behind the “Corporate Veil”
Many of my friends know that the late Justice William O. Douglas, a rugged outdoorsman, rail hobo, eloquent author, world traveler, environmental activist, FDR’s poker buddy, and brilliant jurist, is one of my heroes. His iconic autobiography, Go East Young Man, rests on my office shelf. So I was delighted when I discovered that he had written the words excerpted below, which remain Georgia’s black letter law on the subject, in 1929 as a Professor in a Yale Law Journal article titled “Insulation from Liability Through Subsidiary ... Read More »
Georgia Noncompetes — Five Eleven Eleven! — Why May 11, 2011 Matters — Lowe Electric Supply Co., et. al, v. Rexel, Inc., et. al (Middle District of Georgia, November 2014) and Cone v. Marietta Recycling Corp. (Fulton County Superior Court, March 2013)
Introduction Georgia’s new Restrictive Covenant Act became effective May 11, 2011. On that day, Georgia swung abruptly from being one of the least friendly states for noncompete enforcement, to a much more flexible stance toward them. A key feature of the new Act is its express authority for courts to modify covenants as necessary to become enforceable. But a recent federal trial decision in Macon, and a 2013 Fulton County case, raise a red flag. Both cases remind us that if there is any question at all about enforceability of pre-Act ... Read More »