Author: braww user

Loan and Credit Facility Agreements

Over the years, we’ve learned that many  clients do not understand the importance and contents of their loan and credit facility agreements.  Of course, the number one concern for clients is whether the financial terms are accurate.  What may get overlooked is what can cause exposures and costs and inabilities or delays in getting line of credit advances.  These credit facility agreements contain representations and warranties, continuing obligations (covenants) and financial ratio and calculation covenants.  Borrower (or Guarantor) non-compliance may result in suspension of future advances and/or acceleration or additional costs in remedying defaults.   It’s not just the borrower which is affected; the lender wants to avoid external auditor issues and non-conforming loans.  Good practice involves understanding and addressing finance, legal, and business issues during the commitment and document review process by both the client and counsel (in conjunction with the lender and its counsel).

Andrews, Wildstein & Wood Named to 2019 Legal Elite List

Bodker, Ramsey, Andrews, Winograd & Wildstein is honored to announce that three attorneys were recently recognized as 2019 Legal Elite by Georgia Trend.

Georgia Trend, a statewide business publication, recently published its annual issue honoring Georgia’s leading attorneys for their achievements in various practice areas.

BRAWW attorneys named as 2019 Legal Elite include:

• Stephen C. Andrews – Family Law
• Robert D. Wildstein – General Practice/Trial Law
• Jessica J. Wood – General Practice/Trial Law

Georgia Trend’s Legal Elite December 2019 issue can be found at www.georgiatrend.com.

Protect Business Owners and Officers-Avoid the Risk of Piercing the Corporate Veil and Personal “Alter Ego” Liability

By keeping these three basic principles on top of mind when operating and funding your business, you can spare yourself a lot of unnecessary stress and potential litigation risk when you:

• Keep (and treat) your business accounts as completely separate from your personal spending accounts – in simple terms, don’t divert or spend your business’s income or assets on your personal liabilities or expenditures – you also need to be able to separately track and account for the business’s income and expenditures
• Don’t EVER misrepresent your business’s assets or ability to pay debts to your creditors, especially in order to induce them to extend credit or to defer taking action to collect debts from your business – this is doubly so if you are an officer of the business or a person in authority speaking on behalf of the business – since you may become personally liable for fraudulent misrepresentations, and these may NOT be dischargeable in Chapter 7 bankruptcy
• Make sure that your business is “adequately capitalized” – in simple terms, don’t knowingly run up business debts beyond the company’s available assets or its ability to cover those debts

If you find yourself exposed, or feel that someone else might be liable to you for failing to respect the Corporate Veil, please contact your attorney or reach out to me at trosseland@brawwlaw.com – I have successfully represented numerous businesses and corporate officers on both sides of this question.

BRAWW Attorney co-authors 2020 Edition of Georgia Business Litigation

Harry J. Winograd co-authors the 2020 edition of Georgia Business Litigation. This book is a one-volume, comprehensive guide to matters business litigators will encounter, including: officer, director, shareholder, partnership and LLC disputes; securities litigation; non-compete and trade secret issues; RICO; intellectual property issues; business torts; insurance liability; fraudulent transfers; employment litigation; and the ever-increasing use of arbitration.

Winograd’s focus is the chapter “Limited Liability Company and Partnership Litigation.” Georgia Business Litigation, edited by Robert C. Port, is published by the Daily Report. The treatise is described by the publisher for “Transactional attorneys will also find this handbook tremendously useful, as these issues present themselves regularly in non-adversarial or pre-adversarial contexts. Written by a stellar panel of veteran GA litigators and arbitrators, Georgia Business Litigation allows the reader to focus research, save time, field quick client questions, and follow specific areas of law as they develop year to year.”

Read Georgia Business Litigation 2020 edition.

How Changes to the Tax Laws Can Affect Your Divorce Settlement

As part of the 2017 “Tax Cuts and Jobs Act,” alimony is no longer deductible by the payor, nor is it included as taxable income to the recipient. This change applies to divorces finalized after 12/31/2018.

Going forward,  an alimony award providing monthly support will be paid using after-tax dollars.

Without the old tax advantage of paying alimony with pre-tax dollars, parties are increasingly resorting to monthly payments of property division rather than alimony. And while this might seem like a small matter of semantics, it can have far-reaching financial consequences.

For example, let’s say you’re negotiating a divorce settlement , and your soon-to-be ex-spouse proposes paying you monthly support. It’s crucial that you understand the impact of how this monthly support is defined in your divorce agreement.

If you’re receiving monthly support payments that are clearly defined as alimony, this affords you certain protections that you wouldn’t have if the monthly support is considered part of the agreed-upon property division.

If you’re receiving monthly support payments, but they’re considered property division, and your ex-spouse files for bankruptcy, your support payments could be discharged. In other words, they could simply go away with the stroke of a pen during a bankruptcy case. Alimony, on the other hand, is not dischargeable via bankruptcy.

Also, if the monthly support payments you’re receiving are classified as property division and your ex-spouse stops making payments, less of your ex’s net pay can be garnished to compensate you. With alimony, net pay garnishment can be as much as 50%, but with property division, garnishment is usually no more than 25%.

But there are circumstances where property division payments might be preferred over alimony payments.  Unlike alimony, property division payments cannot be modified or terminated by the usual alimony termination provisions, such as death, remarriage of the recipient spouse, or a live-in-lover statute. Property division is a fixed debt, owed in full despite subsequent events.

And it is often a prudent decision to have a tax expert along with a divorce financial planner on your “team.” You might also need the help of an experienced therapist to help you deal with the emotional and psychological aspects of the divorce process.

And when it comes to the financial components of your divorce settlement, your professional team members can help educate you on the impact of issues like making or accepting periodic support payments and whether they’re considered property division or alimony.

Harry Winograd Presents 5 STRONG IDEAS – The Business Law Institute

Here are five strong ideas I learned at the 2019 Business Law Institute.

The Business Law Section of the State Bar of Georgia invited me to present on one of my favorite topics – LLC and Partnership Disputes. While at the 38th Annual Business Law Institute, we had the opportunity to interact with and learn from top attorneys in the field. Preparing my presentation and attending the program, I picked up five strong ideas;

1. For everyone-The red pie chart indicates that LLCs are where the action is in Georgia. The pie chart illustrates Georgia business entities formed in 2019. The red section are LLCs, the blue is for profit corporations, the green is non-profits, and grey is for other entities (banks, credit unions, etc.). Interesting to learn that 83.5% of Georgia entities formed this year are LLCs.
2. For business owners –Owners, officers and directors participate in corporate governance and are subject to the Georgia Business Judgment Rule. This was discussed in my presentation from the LLC perspective, and was explored by Marbury Rainer, Partner at Parker, Hudson, Rainer & Dobbs, in which he discussed how a Board can evaluate executive compensation packages, in a typical setting where Board members often are chosen because they are close to the executive at issue. One strong takeaway is to encourage Boards to obtain independent advice and validation on compensation issues.
3. For contract lawyers –There was a surprisingly interesting discussion of boilerplate contract terms by Jennifer Dempsey and William Custer from Bryan Cave which looked at those seemingly routine clauses, and then focused on how to beef up the boilerplate. One strong idea here was for contract drafting to customize boilerplate so that it explained how it should apply to your fact pattern or specific contract situation.
4. For litigators –Big news at the courthouse will be the 2020 arrivalof the new statewide Georgia business court. Walter Davis from Jones Day discussed his new role as Judge Davis with the Business Court, and he shared the plans to be open for new business litigation in August 2020.
5. For me –This program was scheduled for the same week at the end of October that my work on the Georgia Business Litigation 2020 book arrived from the publisher The Chair of the Business Law Institute this year is Michael Carey from Bryan Cave. At the Institute, Michael introduced my presentation and he used this introduction to showcase the latest edition of our annual treatise. Michael is also a co-author of this excellent resource. More about that 2020 business litigation publication in a separate post soon.

Bodker, Ramsey, Andrews, Winograd & Wildstein honored with Atlanta Bar Association Award

Bodker, Ramsey, Andrews, Winograd & Wildstein received the Atlanta Bar Association’s 2019 Small Firm Service Award. The award recognizes law firms that provide significant service, participation and leadership within the organization. The award was accepted by Harry J. Winograd during the Bar’s Annual Meeting and Awards Luncheon on May 21, 2019.  Steve Andrews, Brian Bodker, Jamie Cheattom, Tim Ramsey, Tom Rosseland, Harry Winograd, and Jessica Wood anchored the BRAWW table at the Luncheon. BRAWW has been active in the Atlanta Bar since the firm’s founding in 1986. All BRAWW attorneys are Atlanta Bar members (100% Club), and many of our attorneys have held leadership positions. Jessica was inducted by Senior Judge Philip Etheridge to serve on the 2019-2020 ABA Board of Directors. Tom serves as current Chair of the ABA’s International Section. Tim previously was Chair of the Real Estate Section, and Brian was Chair of the Tax Section. Harry headlines popular CLE’s, including the Corporate Counsel Section’s recent program on attorney-client privilege.

Dr. Chaouki T. Abdallah speaks to the Atlanta Consular Corps

As a part of the Atlanta Consular Corps, I regularly attend informative presentations that discuss Atlanta’s place in the international community. During a recent event, I had the pleasure of hearing Dr. Chaouki T. Abdallah speak.

Dr. Abdallah is the Executive Vice President for Research (EVPR) at the Georgia Institute of Technology. As a direct report to President G.P. “Bud” Peterson and a member of the president’s cabinet, the EVPR serves as chief research officer for the Institute. In his presentation, Dr. Abdallah discussed how Georgia Tech is one of the top ranked engineering schools in the U.S. and has taken a leadership role with study abroad programs and overseas engagement. It has a campus in Metz, France that has been open for more than 30 years, as well as a new campus in Shenzhen, China that is scheduled to open this year.

Likewise, Georgia Tech has a very substantial international student body at its main campus in Atlanta. In FY 2018, GT had a research budget approaching $1 Billion, almost doubling in size over a decade from FY 2008. Various major international corporations have located their Corporate Innovation Centers at Georgia Tech in order to keep them independently administered. Approximately 86% of the job-seeking students who received their degree from Georgia Tech in May 2018 had been offered a job at graduation. In terms of expected salary, $70,000 is the median starting salary for BS graduates, and $95,000 is the median starting salary for MS graduates. For BS graduates, Georgia Tech is ranked No. 8 in Annualized Return on Investment in Higher Education by PayScale.com.

Following this, we next took a tour of the brand newCoda Building at Tech Square. It has almost 750,000 square feet and will house a mix of highly secure data and research facilities for the Georgia Tech Research Institute. Additionally, there will be various private industry tenants to be connected in a “town square” type of public space for shared collaboration. We even had the opportunity to experience the world’s tallest continuous spiral staircase.

All in all, it was a great day to learn about how Georgia Tech is helping Atlanta expand its international footprint and attract individuals and businesses from around the world.

Click here to read an article on this event from GlobalAtlanta.

To see the rest of the photos from the event on Facebook, click here.

Jessica Wood holds expert deposition workshop

Jessica Wood held an expert deposition workshop for the State Bar’s Young Lawyers Division, Litigation Committee. Jessica and her co-presenters Brandi Steinberg, CPA, CFE at IAG Forensics & Valuation & Elissa Haynes, Goodman McGuffey LLP, performed a mock deposition and addressed expert-related questions from the audience.