Corporate & Business
Practice Group Leader
Bob J. Goldberg
Taylor English is committed to providing cost-effective legal services to all of our clients. We welcome the opportunity to represent businesses from start-ups to large public and private companies. We have a seasoned group of corporate, finance and tax lawyers, most of whom have been partners in large national or regional law firms, and several have served as general counsel of significant public or private companies. Three previously served as chairs of the corporate practice groups at major business practice firms based in Atlanta. We represent entrepreneurs, businesses (small and large), executives and directors, and investor groups in matters involving business organization, finance, and operations. We have clients in most sectors of the economy.
Business Organizations, Operations, Finance and Governance
We provide our clients services across the spectrum of business organization and operations, including:
- Business organization and planning, entity selection and formation, document preparation, capital formation and finance, restructurings and recapitalizations, and succession planning.
- Structuring, negotiating and documenting investments on behalf of issuers, borrowers, investors and lenders; public and private equity and debt financings; representation of investor groups (including venture capital and private equity); angel and seed round investments, convertible note and preferred stock transactions, mezzanine financing, late-stage equity investments, and strategic advice surrounding capital formation and exit strategies; specific project finance and joint venture transactions; securities regulation and compliance.
- Assisting with ongoing business operations, including regulatory compliance; review, negotiation and drafting of commercial agreements and documents of every variety; structuring and implementing company policies and procedures.
- Representation of directors, officers, majority/minority shareholders, members, and partners, in connection with shareholder, membership, non-disclosure and non-compete, employment, stock options, benefits, buy-sell, and other agreements, and
- Advising for-profit and non-profit boards of directors and executive management on a variety of corporate governance issues, such as board and committee composition, structure, duties, process, and decision-making; Sarbanes-Oxley compliance; codes of conduct; risk management; document retention and e-discovery; and shareholder rights.
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Mergers and Acquisitions
We represent buyers and sellers in connection with the purchase and sale of businesses, including equity and asset transactions, and mergers. Our lawyers and support staff are positioned to conduct or assist with all legal-related aspects of the transaction, from initial M & A strategy, transaction structuring, tax planning, negotiations, document preparation, due diligence, regulatory compliance, funding, and post-closing matters.
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Consumer and Commercial Credit, Payment Processing, Direct Marketing and Data Protection & Security
Our lawyers advise clients about the regulatory aspects of consumer credit (e.g., credit discrimination, fair credit reporting, credit repair, and fair debt collections), credit, debit and stored value cards and other payment instruments, commercial credit, direct marketing, and the various data privacy and security regulatory schemes applicable in the above industries. We also advise clients regarding the collection, storage and use of consumer and other forms of protected data across the spectrum of federal and state data protection regulatory schemes, including federal and state Fair Credit Reporting Acts, the Gramm-Leach-Bliley Act (GLB) and various state financial privacy acts, Payment Card Industry Data Security Standards, the Drivers Privacy Protection Act, the Health Insurance Portability and Accountability Act (HIPAA), Sarbanes-Oxley, and compliance with the USA-Patriot Act.
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Corporate Counsel Practice
In addition to serving our clients as “outside counsel,” Taylor English corporate attorneys also serve as “in-house” counsel on temporary or part-time engagements. Clients’ general counsel also turn to Taylor English’s former general counsel to provide valuable advice in the areas of legal department management, legal resource allocation and cost control.
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Cross-Border Transactions
Our attorneys advise European, Latin American and Asian companies in their transactions both inside and outside of the United States, and American companies in their transactions around the world. Our representations include cross-border acquisitions and dispositions of companies and assets, cross-border strategic alliances, and negotiating supply and manufacturing arrangements in Europe and Asia. We also provide international tax counsel to clients. In addition, we provide advice to non-U.S. entities with respect to issues of United States law.
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Family Business
Our lawyers have experience representing families and their businesses. We are able to document generational transaction arrangements and integrate them with the estate plans of their owners. Members of our Family Business Practice Group have experience in mediating family business issues and finding solutions to complex and emotional family business problems.
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Franchising
We have a veteran team representing franchisers and franchisees in all aspects of franchising. We have experience in franchise development and design, preparation of Franchise Disclosure Documents (FDDs), franchise and market development agreements, and related trademarks, trade secrets, and copyright intellectual property matters. We have also assisted clients in expanding their franchises in overseas jurisdictions.
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Government Contracts & Affairs
Our lawyers have clients requiring state and federal government contract counseling. We often represent private contractors in bidding on, defending, and challenging government contract awards. We also represent clients in the state legislature on political issues and before state government agencies on procurement matters.
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Healthcare
We represent a variety of healthcare providers including primary care physicians, specialty practice groups, clinics, and medical billing entities. In addition to legal advice pertaining to the day-to-day structure and operation of their organizations, healthcare clients look to us for compliance and regulatory guidance respecting the impact of legislation on their practices, including patient confidentiality issues (HIPAA), physician self-referral (Stark Law), anti-kickback and false claims. Among the many transactional activities are the formation of and the sale/acquisition of physician practices. Our services also include general corporate matters, real estate acquisition and leasing, labor and employment counseling, and protection of intellectual property. Moreover, our team advises health care clients regarding regulatory compliance, physician practice acquisitions and divestitures, medical office and facility leasing, construction and financing, medical facility leasing, and joint ventures.
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Employee Benefits and Executive Compensation
Taylor English’s Employee Benefits & Executive Compensation Group handles the complete range of employee benefits and executive compensation matters.
For example:
- The group counsels plan sponsors, shareholders, fiduciaries and lenders regarding plan design, implementation, operation and compliance, and also guides them through complex IRS and DOL examinations and audits and correction programs.
- The group represents companies, compensation committees and individual executives with respect to the negotiation and preparation or termination of executive employment, retention and other compensation agreements.
- The group works closely with the Corporate & Business Practice Group in addressing employee benefit plan and executive compensation issues inherent in mergers, acquisitions and other business transactions.
- The group supports the Litigation and Dispute Resolution Practice Group in representing plans and plan fiduciaries in employee benefit related disputes.
More specifically, the members of the group have (among other matters) significant experience representing clients with respect to:
- ESOPs
- Cash Balance Plans
- 401(k) Plans
- 403(b) Plans
- 457 Plans
- Traditional Pension and Profit Sharing Plans
- Nonqualified Deferred Compensation Plans
- 409A Compliance
- Executive Employment, Retention and other Compensation Agreements
- Equity and Synthetic Equity Compensation Arrangements
- Employee Stock Purchase Plans
- Severance Pay Plans and Individual Severance and Change-In-Control Agreements
- Health Care Reform
- Health and Welfare Plans
- Cafeteria Plans
- HIPAA
- COBRA
- FMLA
- Leave and Absence Management Programs
- Qualifying Private Equity Funds for an Exemption from ERISA
- Plan Private Equity Investments
- Resolving Disputes with the IRS, DOL and PBGC
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