Introduction: If you are a director of officer of a Georgia corporation, you should know about the recent Georgia Supreme Court case of FDIC v. Loudermilk. The Case: Like so many banks, Buckhead Bank failed in the Great Recession. The FDIC as receiver sued 9 former officers and directors, some of them well known in Atlanta, for approving $22 million in loans that later soured. The case came to the Supreme Court as a certified question from a federal court. The court overruled two Georgia Court of Appeals cases in clarifying the limits ... Read More »
Georgia Noncompetes – A New Era
For decades, Georgia was infamous among the harshest states nationally in enforcement of post-employment noncompetes. All of that changed abruptly effective May 11, 2011. With the passage of HB 30 [ O.C.G.A. §13-8-50 et seq. ] effective on that date, a new and softer era of Georgia noncompetes began. The result is a bright line divide in enforcement of restrictive covenants, between those signed before May 11, 2011 [2. Debate continues as to the new law’s effect on noncompetes signed after November 3, 2010 before May 11, 2011, with the ... Read More »
Work Made for Hire
Do you really own the copyrights in your intellectual property? Companies often assume they own all rights to whatever work they have paid an artist, a programmer, a web designer, a photographer or any other independent contractor to create. But that is not necessarily the case. If a third party independent contractor has created any assets for a company, the company needs to obtain a signed “work made for hire” agreement, or a written assignment, to ensure copyright ownership. Otherwise, the company may later discover that the ownership ... Read More »
Corporate Deadlock – and Dissolution
Earlier we described how court appointment of an impartial provisional director was no longer available by statute in Georgia for deadlocked boards of “garden variety” profit corporations. (But it is available for both Georgia non-profit corporations, and for Georgia statutory close corporations.) Now it is time to discuss a statutory remedy that is simple and powerful, and available to shareholders of Georgia profit corporations; judicial dissolution. At an impasse? Not getting along with your corporate business “partner” or fellow ... Read More »
Corporate Abuse, Power Struggles, Stalemate – And Dissolution
Find yourself in major disagreements with your corporate business “partner” or fellow shareholder? At an impasse? Worried that your business “partner” may be abusing or even betraying the corporation? Can’t find a way to talk about the disagreements or concerns, much less resolve them? Court-ordered dissolution of your corporation may be where you are headed. In an earlier blog I described how statutory, court-ordered appointment of an impartial provisional director has for decades been unavailable to deadlocked boards of “garden variety” ... Read More »