COVID-19 Firm Update
As we continue to adapt to the COVID-19 outbreak, and taking all necessary steps in view of both mandates and precautions, we are providing a brief update on our firm’s operations. To ensure the safety of our employees and to do our part to flatten the curve, we had already shifted our workforce to remote operations.
Fortunately, our firm had a plan in place to ensure business continuity so that we are operational and fully available to handle client matters as seamlessly as possible. Our plan includes enhancements to our already established remote work capabilities, which enable our attorneys and staff to continue to be responsive to your needs throughout any closures taking place. We remain reachable by phone, video, and email as normal, and we will continue to have full access to our systems. Please know that with our systems in place we stand ready and able to assist you with any challenges you are facing or questions you have.
We realize each client, each business, and each industry are impacted by the current situation in different ways, and our attorneys are prepared to help you navigate these issues, or to just lend an ear and support. Our thoughts are with everyone during this pandemic, and we wish for everyone to remain healthy and safe as we work through these unprecedented times. We are all in this together, and we will get through it together.
Read MoreGeorgia Post-Judgment Collection, 2022 Edition
Bodker, Ramsey, Andrews, Winograd & Wildstein, PC Principal, Robert Wildstein, recently took over the reins to the 2022 edition of “Georgia Post-Judgment Collection” by Stuart Finestone. The premier treatise which Stuart started in the 1970s and is now in is fifth edition and contains legal authority and practical suggestions for collecting judgements in the State of Georgia. The 2022 update provides new case law on a variety of topics including constructive trusts, prejudgment interest, post-judgment discovery, exempt property, fraudulent transfers, garnishment personal liability for corporate and satisfying judgments.
More information about this valuable resource can be found at https://tmsnrt.rs/3dNLMlJ
Read MoreGeorgia Legislature Considers Amending Business Code to Allow for Creation of Benefit Corporations
Initially introduced during the 2019 session of the Georgia General Assembly, a bill proposing an amendment to Georgia’s corporate code to allow for the creation of Benefit Corporations is again being proposed by Representative Scott Holcomb of the 81st district.
Benefit Corporations are for-profit companies that are obligated to meet strict standards of social and environmental performance, accountability and transparency. While they share with non-profit corporations a similar mission of generating an overall societal benefit, Benefit Corporations are for-profit, which can open doors to funds that might otherwise be off-limits.
A Benefit Corporation still retains the goal of generating profits for its shareholders, however, maximizing profits cannot be the underlying goal given the internal safeguards built in to the company’s structure to ensure that the underlying purpose of the company is priority number one. Because of this, investors who may have funds available to invest but would primarily prefer such wealth be directed towards creating positive societal impacts can invest in a Benefit Corporation, having confidence that company management is bound to their mission statement. Further, because non-profits can be severely limited in the level of growth and overall impact they create due to being purely charitable in nature and structure, a Benefit Corporation has the potential to expand the impact that an investment can create, far and above what a donation in the same amount would achieve.
Because the type of investor who has both money to invest in addition to a desire to maintain a positive mission statement is not common, Benefit Corporations are by no means the best fit for the average business venture. Yes, shareholders have the ability to seek profits, but the company still pays taxes at the corporate level like a normal corporation does. However, due to the strict reporting guidelines and requirements for the internal structuring of a benefit corporation, these aspects have the potential to prevent a hostile takeover by a predatory competitor, given the permanence of a benefit company’s guiding mission. For successful businesses that prefer to adhere to certain principles, fearing that a buyout would dilute or even eliminate the company’s original mission, a benefit corporation is a perfect fit.
It has yet to be determined whether Georgia will ultimately sign the legislation allowing for benefit corporations into law, and whether the availability of benefit corporations will have an overall economic benefit in Georgia, nobody can yet say for sure. Whether this form of business structure is right for your business or whether another business model has the best chance of bringing you success, Bodker, Ramsey, Andrews, Winograd & Wildstein has the knowledge and expertise to help any business owner find their identity and achieve their full potential.
Read MoreSeven Bodker, Ramsey, Andrews, Winograd & Wildstein Recognized as 2020 Georgia Super Lawyers
Bodker, Ramsey, Andrews, Winograd & Wildstein, P.C. is pleased to announce that seven of the Firm’s attorneys have been named to the 2020 Georgia Super Lawyers List.
Brian, D. Bodker, Timothy J. Ramsey, Stephen C. Andrews, Harry J. Winograd, Robert D. Wildstein, Jessica J. Wood, and Thomas Rosseland were all recognized by Super Lawyers for their expertise and contributions in the areas of Business/Corporate Law, Family Law and Business Litigation. No more than five percent of the lawyers in Georgia are selected by Super Lawyers. In addition, Jessica Wood was selected to the Georgia Top 50 Women and the Georgia Top 100 Lists.
The complete list of honorees is available at https://www.superlawyers.com/georgia/toplists/.
Super Lawyers, part of Thomson Reuters, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. The annual selections are made using a patented multiphase process that includes a statewide survey of lawyers, an independent research evaluation of candidates and peer reviews by practice area. The result is a credible, comprehensive and diverse listing of exceptional attorneys.
The Super Lawyers lists are published nationwide in Super Lawyers Magazines, leading city and regional magazines and newspapers across the country. Super Lawyers Magazines also feature editorial profiles of attorneys who embody excellence in their practice of law. For more information about Super Lawyers, go to SuperLawyers.com.
Read MoreMergers and Acquisitions – Proposed Guidelines
On January 10 the US Federal Trade Commission (FTC) and the Department of Justice’s Antitrust Division (DOJ) issued Draft Vertical Guidelines concerning vertical mergers, currently open for public commentary through February 11, 2020. These guidelines detail how the FTC and DOJ analyze the potential anti-competitive or pro-competitive effects a vertical merger may create within a marketplace. Significantly, the draft guidelines depart from the DOJ’s 1984 guidelines concerning vertical mergers in favor of being more in line with the Canadian Competition Bureau’s Merger Enforcement Guidelines, signifying a likely shift in how cross-border Canada/US mergers are assessed by governing bodies.
A vertical merger, or vertical integration, is a merger between certain entities, firms, and assets within various different stages of a supply chain for the purposes of streamlining a business’ overall processes. Examples of such transactions include an acquisition of a retail company by the manufacturer, or vice versa, and have the potential to hinder or box out altogether any competition within a certain retail sphere when all aspects of a supply chain become wholly owned and controlled by one entity. While vertical mergers have the potential to create a healthier marketplace through the creation of streamlined processes and overall efficiency, regulatory schemes exist to mitigate risks of monopolistic expansion which has the potential to harm consumers. While horizontal mergers, in which two business competing within the same point in the supply chain, are a separate concern as well, vertical mergers tend to attract more scrutiny due to the all-encompassing nature of supply chain integration.
Overall, the Draft Vertical Guidelines demonstrate certain similarities with the 1984 guidelines, the Canadian Competition Bureau’s guidelines, and guidelines directed towards horizontal mergers, in addition to certain drastic departures from those regulatory frameworks, the specific impacts of which have yet to fully manifest. For these reasons, companies involved in supply chain focused activities, especially those involved in cross-border streams, should actively reassess whether or not certain transaction specifics are more likely to fall under the FTC and DOJ’s evolving methods of market analysis. The potential costs associated with running afoul of these guidelines, which in all likelihood will reflect the recent draft guidelines, can be detrimental to the survival of a business.
Bodker Ramsey Andrews Winograd & Wildstein specializes in complex business transactions and has decades of experience guiding expanding businesses through large-scale mergers and acquisitions.
Read MoreWilson and Wood Both Featured in The Atlanta Lawyer
We are proud to share this month’s Atlanta Lawyer Magazine – “Reality Check – Expectations vs. Reality,” featuring two of our business litigators, Jessica Wood and Brian Wilson. Brian joined our Firm in 2019 and as a new associate, Brian writes a column on the difference between a Student Mindset and the game face needed to be a professional attorney. Jessica serves on the Board of the Atlanta Bar Association and in the “Ask the Board” segment this month shares a few reality vs. expectation experiences. The Atlanta Lawyer’s recent issue can be found at: https://www.atlantabar.org/page/TAL
Read MoreLoan and Credit Facility Agreements
Read MoreOver 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.
Read MoreProtect 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.
Read MoreBRAWW 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.
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