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 »
Step Into What Crossfire?
Business split-ups are often among the hardest experiences that an entrepreneur can go through. Board deadlocks often precede split-ups. A number of states’ laws have provided for what are known as “provisional directors” in case of Board deadlock. Woe to the corporation with an even number of Board members! A provisional director is an independent, neutral third party – a “voice of reason” -- who is willing to become the swing vote on an otherwise deadlocked Board. Like an arbitrator and mediator combined into one. The idea was and is that ... Read More »
One of the First Things to Know When Buying or Selling a Business
Few events in business life rival the challenge and reward of buying or selling a business. Following are some practical observations about the legal landscape that every businessperson should know before venturing, as either buyer or seller, into this exciting, but often unfamiliar, territory. Below is one of the first things that every businessperson should know: 1. First, Run the Numbers. Speaking of taxes, because the tax bites of the two different structures vary widely -- an asset sale by a C corporation with its potential “double tax” ... Read More »
Another Thing to Know When Buying or Selling a Business
In an earlier blog we started our list of Things Every Businessperson Should Know Before Buying or Selling a Business. That first item was “No Pig in a Poke”. Here is the second one to keep in mind: 2. Power of the Pen. Common acquisition etiquette is for the buyer to draft all the purchase documents and for sellers to draft all the debt documents like notes and security agreements. This is because the buyer must live with the business going forward, while the seller is focused on getting paid among other things. Buyers, for various reasons, ... Read More »