Profile
I choose to practice at Taylor English because it is an ideal platform for my clients. We offer practical legal advice, excellent lawyers, high efficiency and reasonable fees.
W. Dennis “Denny” Summers advises clients in transactions involving employee stock ownership plans (ESOPs), mergers and acquisitions and corporate and general business law matters. Mr. Summers has broad experience in a variety of industries, with an emphasis on service industries, health care, technology, staffing and construction. He has represented clients involved in virtually every aspect of ESOP transactions, including corporate sponsors, trustees, shareholders, and buyers and sellers of ESOP companies. He advises businesses at all stages of their development, from formation, through acquisitions and divestitures, and ultimately to succession planning and liquidity events, such as ESOP sales and sales to strategic and private equity buyers. He counsels middle-market and closely held companies with regard to their financing needs, corporate governance, shareholder disputes and exit strategies.
Prior to joining Taylor English, Mr. Summers was a partner in the Atlanta office of McGuire Woods LLP, a national law firm, for 11 years. Prior to 1999, he practiced law with various law firms, including nearly 20 years in his own firm. Before entering private practice, he served as a law clerk to Judge James C. Hill, U.S. Court of Appeals for the 5th Circuit, and as staff counsel to the U.S. Senate Select Committee on Presidential Campaign Activities (the Watergate Committee).
Memberships
State Bar of Georgia
Glass Systems Inc., Board of Advisors, 2013-present
The Miller Clapperton Partnership Inc., Board of Advisers, 2011-present
Orthalliance Inc., Board of Directors, 1997-2001; Chairman, 1999-2001
Community Involvement
Shepherd Center, Board of Advisors, 2009-present
Practice Highlights
Experience
Served as counsel to an Atlanta-based construction company with operations in more than 40 states in the establishment of an ESOP and sale of its stock to the related Employee Stock Ownership Trust, drafting and negotiating all legal documents, working with the investment banker, and negotiating terms of sale with counsel for the Trustee and the senior lender. The matter involved a AAA strip-out, a stock purchase by the ESOP, bank loan, an exchange of all stock not sold ...
Served as counsel to a Georgia manufacturer with operations across the U.S. in the establishment of an ESOP and sale of its stock to the related Employee Stock Ownership Trust, drafting and negotiation of all legal documents, working with investment banker and negotiating terms of sale with seller’s counsel, senior lender’s counsel and Trustee’s counsel. The matter involved a bank loan, stock purchase by the ESOP, a subsequent refinance and warrant ...
Served as counsel to the Trustee in the purchase by an Employee Stock Ownership Trust of the stock of a casino.
Served as counsel to an Atlanta software company in the establishment of an ESOP and sale of its stock to the related Employee Stock Ownership Trust, drafting and negotiating all legal documents and negotiating terms of sale with Trustee’s counsel and Sellers’ counsel.
Served as counsel to the Trustee for the sale of shares of a manufacturing company valued at approximately $270 million to an Employee Stock Ownership Trust. Involved a pre-transaction AAA distribution and a simultaneous redemption and ESOP sale.
Served as counsel to an anesthesia group in the sale to a strategic buyer owned by one of the world’s largest private equity firms.
Served as counsel to an Atlanta-based construction company in a second stage ESOP transaction for the sale of additional shares to an Employee Stock Ownership Trust.
Represented Wilmington Trust Retirement and Institutional Services Company, Trustee of an Employee Stock Ownership Trust established by a large company in this transaction involving the sale of all of the common stock held by the ESOP to an outside party. Our ESOP team worked closely with ERISA and corporate counsel for the Company and with the ESOP Trustee and the Trustee's financial advisor to negotiate the terms and conditions of sale of the stock. The Trustee had ...
Represented Wilmington Trust Retirement and Institutional Services Company, Trustee of the Employee Stock Ownership Trust of a large company in a matter involving a large transaction under which the ESOP obtained 100 percent ownership of the Company. This was one of the largest ESOP transactions in the country in 2013, and it was one of two very large ESOP transactions closed by our firm in 2013. Our ESOP team negotiated the terms of the transaction and with Company ...
Represented Wilmington Trust Retirement and Institutional Services Company, Trustee of Martin Resource Management Corporation’s MRMC ESOP Trust (ESOP) in a complicated second stage ESOP transaction that resulted in approximately 100 percent ownership of the Company by the ESOP. We believe this transaction was one of the largest ESOP transactions in the country in 2013, and it was one of two very large ESOP transactions closed by our firm in 2013. Our ESOP team ...
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Education
The University of Georgia School of Law, JD, 1973
- Georgia Journal of International and Comparative Law, Editor
The University of Georgia, BBA, 1970
Bar Admissions
Georgia
Courts & Adjudicative Bodies
U.S. District Court for the Northern District of Georgia
U.S. Court of Appeals for the 11th Circuit
U.S. Court of Appeals for the 4th Circuit
U.S. Court of Appeals for the 6th Circuit
U.S. Supreme Court
Accolades
Martindale-Hubbell AV® Preeminent™ Peer Review Rated
Georgia Super Lawyer, 2004-2005