Corporate and Business
- Corporate and Business
Return on investment is what drives your business and it’s what you expect in legal services, too. We deliver a full spectrum of corporate and business legal services that are efficient, cost effective and performed by an experienced group of attorneys who average 25 years in practice.
We provide practical advice to clients on a wide range of issues, often with the perspective of our more than two dozen lawyers who have worked as senior in-house counsel or general counsels. While many firms can offer a full spectrum of corporate law services, ours is distinguished by the real-world, operational experience of many of our attorneys, who work in concert with lawyers who joined us after decades at some of the nation’s largest law firms. Our legal advice is tempered by the real-world experience of lawyers who have participated in running businesses and meeting expectations of boards and shareholders. We deliver value—in price and quality.
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 ...
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.
Represented ESE Holdings in obtaining a $5 million loan from Farmers and Merchants Bank. The loan proceeds are being used for growth and expansion plans. The loan is guaranteed by Rural Development, an agency of the United States Department of Agriculture.
Assist prominent national sports association and rights-holder in renewal of multimillion-dollar license of media and sponsorship rights to NCAA. Issues included availability of talent and executives, coordination with sister organizations on sponsor offerings, exclusivities and carve-outs of existing deals.
Create master agreements covering A&R executives and recording artists for fledgling music label. Advise on royalty structure, buy-out, rights and other matters. Complete buy-out of rights from prior producer in exchange for participation in new recording agreement.
Represented a receivables management and purchasing firm in connection with all senior and subordinated financings/credit facilities with combined transaction values in excess of $50 million. An example of a recent representation for this client includes a recapitalization transaction in which we served as lead counsel in all aspects of structuring, negotiating and documenting a senior and mezzanine debt refinance and a concurrent third party equity ...
- Guided client in its sale of three subsidiaries to three different buyers which included a public company and a management buy-out
Guided client in its sale of three subsidiaries to three different buyers which included a public company and a management buy-out
Advised numerous corporate clients in structuring reorganizations, spin-offs, joint ventures, transfers to controlled corporations, and other tax-deferred transactions in connection with mergers, acquisitions and divestitures and in preparation for the establishment of ESOPs and other qualified employee benefit plans.
- Advised alternative fuel client in the structure of a private placement of $10 million of senior notes
Advised alternative fuel client in the structure of a private placement of $10 million of senior notes
Advised client in the formation and capital structure of a real estate investment company engaged in the purchase of retail-anchored commercial shopping centers in secondary markets in the Southeast.
Represented a privately-held specialty contracting company in connection with its acquisition by a private equity firm for a total purchase price of more than $50 million.
Extensive experience representing clients in negotiating various types of commercial contracts. Recent transactions include agreements with multiple public relations agencies, rental agreements for event spaces, collection agency agreements.
Extensive experience creating agreements tailored to the needs of higher education clients, including course development agreements, symposium agreements, guest speaker agreements, services agreements and agreements related to student financial obligations.
Represented Outdoor Systems, Inc. from 1996 to 2002 in more than 35 acquisitions (stock, asset, mergers, like-kind exchanges) of outdoor advertising businesses ranging in value from $5 million up to $1 billion, as well as in connection with the sale of OSI to Infinity Broadcasting in a public company transaction worth more than $8 billion.
Represented the shareholders of an international hair care products manufacturer in the sale of the stock of their company to a multinational manufacturer of personal care products and household products in 2007. Representation involved negotiating noncompetition agreements that permitted shareholders to pursue their interests as well as employment agreements for those clients who were staying with the company.
Negotiated 10-year $500 million TV broadcast agreement with Fox Sports on behalf of an MLB team which, at that time, was the largest broadcast agreement for any sports team.
Negotiated acquisition of a major league sports team, handled related matters with MLB and represented team in negotiating sponsorship, concession, franchise and suite license agreements.
Responsible for preparing and negotiating numerous promotional and sponsorship agreements prepared for corporate clients engaging celebrities, athletes, sports teams and spokespersons for brands. These included the engagement of movie actor to promote new line of cosmetics, entering into sponsorships of amateur and professional sports teams, athletes and events such as TV shows, awards ceremonies, and beauty pageants, engagement of celebrity ...
Represented southeastern private equity fund in its formation offering, as well as the acquisition and disposition of its portfolio companies.
Represented the shareholders of a privately held insurance brokerage in a sale to private equity, including a rollover of a minority interest by the sellers and on-going employment and other agreements.
Advised multiple clients and prepared private placements to raise financing for new companies or existing companies to expand businesses. Recent work in private placements include an insurance brokerage and a real estate development company.
Counsel to Board of National Industry-Specific Information Sharing and Analysis Center.
Represented issuers and a private equity investor in more than 25 subordinated debt issuances by bank holding companies across the U.S. Each issuance involved $2–15 million in principal amount and was structured to qualify as Tier 2 capital for the issuer under the applicable regulatory capital rules.
Represented an investor in a $2.5 million recapitalization involving the amendment of existing preferred stock terms, the purchase of additional shares, and the acquisition of trust preferred securities from a CDO pool. The transaction improved the issuer’s capital structure and enhanced the value of the investor’s existing equity investment.
Represented a start-up Georgia company that expanded its precious metals business to Illinois and California. Provided legal advice in all aspects of corporate and business development and assisted the company in opening more than 200 locations throughout the United States. Prior to returning to Taylor English, Mr. Lucas served as Senior General Counsel for the company and oversaw all aspects of the business operations, regulatory compliance, corporate ...
Represented Basis Real Estate Capital, LLC with the origination and funding of multiple CMBS loan transactions, which were included in an approximately $785 million securitization. Continues to advise and represent client in quarterly CMBS securitization transaction. Represented lender in the negotiation and drafting of CMBS loan documents for a subsequent securitization.
Represented clients in civil investigations, subpoenas and lawsuits by the United Department of Justice and State Attorneys General Offices of Michigan, Illinois, Pennsylvania, Florida, Utah, Alaska, Kansas, Georgia, Wisconsin, Ohio, Indiana and Minnesota regarding alleged general deceptive trade practice.
Reviewed and advised clients on marketing materials, prize promotion materials, and sweepstakes for various jurisdictions.
Represented clients to resolve complaint issues, volume, and pattern with various United States Attorneys General.
Represented clients to address and resolve issues and improve ratings with various Better Business Bureaus, including obtaining favorable settlement that required the BBB to reinstate a client’s A+ rating and correct inaccuracies in their business summary.
Represented clients in investigations or in obtaining an opinion or ruling from state or local taxing authorities regarding the application of sales and use tax to various products and services.
Represented clients in state by state registration of the multi-site timeshare plans, including state registration work for telemarketing and seller of travel purposes.
Represented clients in the preparation and registration of developments under the Federal Interstate Land Sales Act.
Represented clients in the acquisition, formation and development of residential and resort property, including condominium, timeshare and country club developments.
Managed, as EMS Technologies, Inc. General Counsel, auction, due diligence and sale processes in completing sale of publicly-traded (Nasdaq) company in response to hedge-fund activist shareholder-initiated proxy contest. The transaction, which had a public tender offer price of approximately $500 million, added to the Honeywell aerospace and scanning and mobility businesses various EMS wireless communications business units serving the business ...
- $100 million plus negotiated settlement over satellite phone manufacturing and distribution agreement
As General Counsel of EMS Technologies, Inc., led negotiation of a favorable settlement of a dispute over performance in a development, manufacturing and distribution agreement for the next generation handheld satellite phone with leading satellite communications provider, resulting in continuing royalty stream to EMS and avoiding extensive litigation.
As in-house Intellectual Property and Technology Counsel for UPS, led formation of the first nationwide cellular data network, which was developed for UPS’s package-tracking application, overcoming substantial antitrust compliance concerns; negotiated multiple carrier services agreements and contract tariffs.
Served as outside counsel for one of the leading private restaurant groups in the Southeast formerly helmed by one of a select group of certified Master Chefs in the United States and regularly listed in the Atlanta Business Chronicle as a Top 100 in Atlanta Hospitality. A recent hospitality related engagement includes the following: Representation of the licensor in a license arrangement with a joint venture for the Fly Burger restaurant concept in the Atlanta ...
Representation of a full service steel center in connection with a steel business plant acquisition and approximately $3 million working line of credit.
Representation of a master distributor of weld fittings, flanges and forged steel in a $23 million ABL credit facility.
Represents multiple restaurateurs and restaurants, in connection with all legal matters, such as entity structuring and formation, contracts, trademark registration and licensing, alcohol beverage and related licensing, acquisitions and other general corporate matters.
Represents numerous small businesses in connection with a variety of general corporate, contract and transactional matters across different industries, including healthcare, publishing, promotional/marketing, restaurant, travel, retail and others.
Represents two of the largest franchisees (with more than 100 combined locations) of a major national quick serve restaurant company in connection with the financing of the transfer of franchise ownership to new owners.
Represented a bank resort lender in connection with the structuring, negotiation and documentation of the conversion of a construction loan to a vacation ownership receivables hypothecation loan.
Represented multiple airlines in purchase agreements for an estimated $40 billion of aircraft from Boeing, Airbus, Bombardier, Embraer, and other manufacturers. This includes negotiating with multiple engine manufacturers, related negotiations for maintenance and service contracts, and manufacturer financing commitments.
Represented airlines, lessors, and lenders in the loan and lease financings of more than 2,000 airline-operated aircraft. This includes secured loans, operating leases, and full-payout single-investor and leveraged leases–domestic and cross-border–with a total financed amount estimated at $100 billion.
Provide general legal services to several temporary staffing companies and recruitment process outsourcing organizations. Some of these services have included redesigning the client’s contracting process and agreements and assistance in reviewing and negotiating contract terms.
Advised Reliance Financial Corporation on its acquisition by merger by Fidelity Information Services (NYSE: FIS). The transaction, which had an aggregate purchase price of $110 million, brought together the world’s largest provider of banking and payments technology and one of the largest independent trust companies in the United States. Assisted with the negotiation and preparation of the Agreement and Plan of Merger and the ancillary documents needed to ...
Prepared a private placement memorandum and related documents, including obtaining approval from the Georgia Department of Banking and Finance, for the private issuance of securities by a Georgia-chartered community bank.
Prepared a private placement memorandum and related documents for a $500,000 Series A financing for a legal data service provider.
Represented a European software company in the establishment of its United States operations, including the formation of the U.S. subsidiary, development of product sales agreements, software license agreements, channel distribution agreements, employment law matters and related issues.
Represented VueLogic, LLC in sale of the company to strategic purchaser.
Acted as counsel to Dew Learning in a corporate reorganization and recapitalization through which Dew Learning became a wholly-owned subsidiary of Dew IT Holdings, LLC ("Holdings"), the former members of Dew Learning exchanged their interests in Dew Learning for membership interests in Holdings, and Holdings was capitalized by the sale of $2.5 million in convertible notes to its majority owners.
Developed internal compliance procedures for a call center providing third party services to payday lending clients.
Advise privately-held software company in offering of preferred to existing investors to repay and retire outstanding convertible notes.
Represented the developer of efficiency-management programs in the nationwide licensure of its proprietary software to a Fortune 500 owner of medical laboratories.
Lead counsel in $500 million corporate acquisition involving two publicly traded manufacturers.
Represented longtime client in the sale of their software business to a private equity-backed platform software developer. Client was able to successfully exit the business at an enterprise value of $30 million (well in excess of their expectations) after an initial investment of less than $1 million.
Represented management of an industrial services company in their dispute with a controlling private equity investor. The representation ultimately led to a management buyout at a deep discount on the investor’s initial investment and subsequent triple digit annual returns on management’s investment.
Represented management in connection with the sale of a large commercial services company by one private equity investor to another. Transaction valued in excess of $200 million.
Represented a paper converter in all business matters, including four acquisitions and two leveraged recapitalizations over a ten year period. Investor equity during that period increased 40 times.
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 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 ...
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 ...
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 ...
- October 4, 2016
- October 4, 2016
- September 30, 2016
- September 27, 2016
- "A Pending Bill Would Prohibit Retribution for Negative TripAdvisor and Yelp Reviews," The Washington PostSeptember 23, 2016
- September 22, 2016
- September 21, 2016
- September 13, 2016
- September 13, 2016
- August 24, 2016
- August 24, 2016
- July 29, 2016
- July 21, 2016
- June 2, 2016
- May 25, 2016
- May 23, 2016
- May 6, 2016
- March 24, 2016
- March 8, 2016
- December 7, 2015
- November 19, 2015
- November 5, 2015
- October 29, 2015
- October 13, 2015
- October 8, 2015
- September 30, 2015
- September 29, 2015
- September 24, 2015
- September 10, 2015
- August 26, 2015
- August 20, 2015
- August 17, 2015
- July 9, 2015
- June 23, 2015
- "Taking Ownership: Employee Stock Ownership Plans Rise at the End of the Recession," Atlanta Business ChronicleMarch 30, 2015
- November 25, 2014
- August 22, 2014
- April 18, 2014
- February 20, 2014
- "Atlanta Business Attorney Jonathan B. Wilson, Has Authored an ebook Regarding Equity Crowdfunding," CrowdFundBeat.comSeptember 25, 2013
- September 3, 2013
- July 31, 2013
- July 2, 2013
- Jonathan B. Wilson Quoted in the Atlanta Business Chronicle article, "New Portal Hopes to Jumpstart Crowdfunding," May 1, 2013
- May 1, 2013
- "New Portal Hopes to Jump-Start Crowdfunding," Atlanta Business ChronicleApril 26, 2013
- April 23, 2013
- Taylor English Duma LLP Partner Michael H. Trotter quoted in the article “Big Law Steps Into Uncertain Times”September 27, 2012
- Taylor English Attorney Melissa McMorries Featured in Atlanta Business Chronicle Story "Estate Planning Firms Get a Lift from Relief Act," January 18, 2011
- June 23, 2009
- November 17, 2016
- September 6, 2016
- August 15, 2016
- Deal is Largest Cargo Aircraft Order in Boeing's 100-Year HistoryJuly 14, 2016
- March 11, 2016
- December 1, 2015
- November 12, 2015
- November 2, 2015
- August 17, 2015
- July 15, 2015
- June 8, 2015
- January 20, 2015
- August 11, 2014
- February 11, 2014
- January 29, 2014
- September 4, 2013
- Taylor English Client FD Venture Farm Announces Strategic Partnerships with Leading Angel Investor OrganizationsJune 3, 2013
- July 5, 2011
- July 14, 2009
- April 1, 2009
- "How to Wreck a Law: How the SEC Thwarted the Will of Congress and the President with Crowdfunding," Heritage ActionOctober 7, 2016
- March 31, 2016
- March 22, 2016
- November 3, 2015
- April 27, 2015
- March 31, 2015
- November 14, 2014
- July 2, 2014
- "Crowdfunding in Georgia: Traps for the Unwary Through the Invest Georgia Exemption," The Georgia Bar JournalDecember 20, 2013
- June 3, 2013
- Taylor English Duma LLP Partner Michael H. Trotter quoted in the article “Culture Keeps Firms Together in Trying Times”September 27, 2012
- Partner Michael Trotter and Author of New Book, "Declining Prospects," wrote the Daily Report article, "Pig in a poke: Lawyer free agency contributes to large firms' demise"June 1, 2012
- January 3, 2011
- December 1, 2016
- October 27, 2016
- October 10, 2016
- Valuation Discounts for Intra-Family Transfers of Family-Held Business Interests are Proposed to be Curtailed – Act Now!September 12, 2016
- August 4, 2016
- May 24, 2016
- May 13, 2016
- SEC Adopts Amendments to Implement JOBS Act and FAST Act Changes for Exchange Act Registration RequirementsMay 4, 2016
- February 26, 2016
- January 14, 2016
- December 8, 2015
- November 20, 2015
- November 9, 2015
- October 21, 2015
- September 30, 2015
- September 23, 2015
- August 19, 2015
- August 11, 2015
- May 26, 2015
- November 4, 2013
- August 29, 2013
- July 17, 2013
- October 16, 2012
- August 17, 2012
- "Captive Insurance Companies: Many Benefits for Middle Market Business Owners and Their Trusted Advisors," Tax TalksDavio's, November 9, 2016
- Cobb Chamber of Commerce, May 10, 2016
- Davio's, February 9, 2016
- Atlanta, Ga., November 15, 2016
- "Social Enterprise: Good for Nonprofits, Good for Business, Good for Both or Good for Nothing," Seminar, Andrew Young School of Public Policy and Georgia State LawAtlanta, Ga., October 28, 2016
- "Employer Compliance: What Every Business Owner Needs to Know," LACC Georgia Latino Business Summit 2016Atlanta, Ga., October 27, 2016
- New York, N.Y., October 20, 2016
- "Maintaining Ethics in Business Law," Business Law Boot Camp, National Business Institute CLE SeminarAtlanta, Ga., September 16, 2016
- "Clarifying Procedures in Mergers and Acquisitions of Privately-Held Companies," Business Law Boot Camp, National Business Institute CLE SeminarAtlanta, Ga., September 16, 2016
- "Finance Roundtable: The ESOP Alternative to a Traditional M&A or Private Equity Sale," Technology Association of GeorgiaAtlanta, Ga., August 9, 2016
- Washington, D.C., May 5, 2016
- Atlanta, Ga., March 23, 2016
- Atlanta, Ga., March 9, 2016
- "In-House Counsel's Role in Managing Enterprise Risk With Business Insurance," Strafford CLE WebinarFebruary 24, 2016
- Las Vegas, Nev., October 26, 2015
- "Negotiating Covenants and Closing Conditions in M&A Transactions: Practical Tactics and Techniques," WebinarSeptember 9, 2015
- "All you Wanted to Know About Legal but Could Not Afford to Ask," Sandy Springs/Perimeter Chamber of Commerce Small Business CouncilSandy Springs, Ga., May 20, 2015
- "Aircraft Maintenance Outsourcing Trends and Review of Technical Provisions in Operating Leases," Aircraft Financing Subcommittee, 2015 Spring MeetingSan Francisco, Calif., April 16, 2015
- April 1, 2015
- March 17, 2015
- September 26, 2014
- "Navigating the Challenges & Risks of a Mature MRO Market To Position Your Business For Growth," MRO Airline Engineering & Maintenance ConferenceSeattle, Wash., September 23, 2014
- August 20, 2014
- July 25, 2014
- "National Constitution Center Legal and Binding E-Contracts: What Works in a Digital World," June 11, 2014
- May 1, 2014
- March 6, 2014
- February 5, 2014
- January 9, 2014
- August 13, 2013
- "Crowdfunding 101: A New Form of Fundraising for Start-Ups and Small Business," Atlanta Bar Association Sole Practitioner/Small Firm Section Breakfast MeetingMay 16, 2013
- April 16, 2013
- "Crowdfunding and Investor Opportunities in the Medical Device Community," Southeastern Medical Device Association ConferenceFebruary 19, 2013
- Webinar, "Dodd-Frank Vendor Risk Management Guidelines: Practical Steps for Compliance," November 28, 2012
- November 1, 2012
- "The JOBS Act: Tossing Out 80 Year Old Securities Rules and Modernizing Capital Formation," Evolving Capital Markets & Crowdfunding SymposiumAugust 21, 2012
Johnathan B. Wilson speaks on the topic "Regulation A+ Offerings: Process, Work Plan and Timeline" at the Crowdfunding REG A+ Workshop CrowdFunding News Beat & Conference in Washington, D.C., on May 5, 2016. Mr. Wilson identifies the key players involved, from the founders, senior management, and outside counsel to the issuer’s accountants and marketing advisors.
Michael M. Sullivan is a trusted advisor and helps clients grow their business and profits in a variety of transactions, including complex Non-Disclosure Agreements, Employment and Non-Compete Agreements, Buy-Sell Agreements, and all forms of business and commercial Agreements and Contracts.
Morris O. Little Jr.’s practice concentrates on negotiating commercial transactions, including the purchase, sale, and financing of commercial aircraft, parts and equipment, the sale and receipt of aircraft technical services, licensing agreements, and pilot and aircraft maintenance training.
- SEC Adopts Changes to Rules 147 and 505 Jonathan B. Wilson
- Qualified Small Business Stock Jonathan B. Wilson
- FTC May Not Regulate Common Carrier Bandwidth Advertising for Fairness Mitzi L. Hill
- Five Ways that Brexit Will Complicate Cross-Border M&A Jonathan B. Wilson
- SEC Adopts Amendments to Implement JOBS Act and FAST Act Changes for Exchange Act Registration Requirements Jonathan B. Wilson
- California Court Rules on Enforceability of Browsewrap Contract Jonathan B. Wilson
- Top Tips for Crowdfunding Campaigns under Title III of the JOBS Act Jonathan B. Wilson
- Client Focus: EasyVote Solutions Powers the Vote Jonathan B. Wilson
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- Upcoming Employee Benefit Plan Deadlines Donald S. Kohla, Jan G. Marsh
Emerging Markets Law
Areas Of Focus
- Business Organizations, Operations, Finance and Governance
- Commercial Transactions
- Employee Benefits and Executive Compensation
- ESOP Transactions
- Family-Owned and Closely Held Businesses
- Government Contracts and Affairs
- International Trade
- Licensing Transactions
- Mergers and Acquisitions
- Outside General Counsel
- Private Equity and Venture Capital
- Social Enterprise
- Start-Ups and Early Stage Companies
- Tax-Exempt Organizations