BUSINESS SMALL- SMALL BUSINESS REPRESENTATION – TRANSACTIONS, DISPUTES AND LITIGATION Category Archives — Atlanta Business Lawyer Blog Published by Atlanta, Georgia Business Attorneys

October 21, 2012

ATLANTA BUSINESS LAWYERS PROTECT AGAINST MINORITY SHAREHOLDER OPPRESSION (“SQUEEZE OUT”) (“FREEZE OUT”) TACTICS

As a Corporate business Lawyer in Atlanta, Georgia, I am well aware the majority of the businesses in the United States are Close Corporations. Georgia Close Corporations are classified as having a maximum of fifty shareholders, no publicly traded stock, and active management by shareholders. Because Close Corporations usually employ the shareholders, these companies generally have a more relaxed management style. The downside is that this management model puts the minority shareholders in a situation where they quickly can be faced with Shareholder Oppression, also commonly referred to “squeeze out” or “freeze out” tactics. When this situation goes unchecked by the Minority Shareholders, this typically results in a negative impact on the minority shareholders and can lead to their termination of employment with the company.

When employed with a Close Corporation, income from employment and the input your Close Corporation shares allow the shareholder, is likely the most valuable stake that minority shareholders have. Shares held have no value on the open market. That, coupled with the fact that majority shareholders are unlikely to buy the minority’s shares at a fair price, leaves the minority shareholders with little or nothing upon being terminated.

The good news is that minority shareholders in Close Corporation have significant rights.
There are legal protections in place, which Close Corporation Shareholders can use to defend their rights. Many are as follows:

• Retaining an Atlanta Corporate Shareholder Attorney is the best route to protecting your Close Corporation interests.

• In the alternative, Business Law statutes in Georgia do provide protection for minority shareholders faced with this situation. Just as in ordinary corporations, all shareholders in Close Corporations have the right to inspect the documents pertaining to the company, including, but not limited to, bylaws, shareholders meeting minutes, documentation of actions taken outside of meetings and resolutions related to share classification.

• In the case of wrongdoing, documents discovered during inspection can provide the required evidence to file a lawsuit against the company.

• Georgia law states that the majority shareholders have a Fiduciary Duty to the minority shareholders, allowing minority shareholders to sue for dissolution of the Close Corporation when these duties are not fulfilled. These suits can be filed if the majority shareholders have acted are acting or are expected to act in an illegal, fraudulent, oppressive, or unfair fashion toward the minority.

• Minority shareholders also can sue for fair valuation of their shares.

Whatever the circumstance, it is critical to seek an Atlanta Corporate Business Attorney experienced in Shareholder Actions. Having a properly drafted operational agreement can prevent these types of disputes from developing, but if conflicts do arise, an Atlanta, Georgia Corporate Lawyer with experience in Corporate and Shareholder proceeding will ensure that all possible legal avenues are pursued to help Minority Shareholders receive fair treatment and compensation under Georgia Law.
Continue reading

August 27, 2012

HIRING AN ATLANTA BUSINESS LAWYER IS A NECESSITY WHEN ESTABLISHING A GEORGIA BUSINESS — DO NOT TAKE CHANCES WITH YOUR FUTURE

by Kasey Libby and Duncan Adams

In my Atlanta, Georgia Business Law firm, I have seen many instances of business owners that have suffered because of how their businesses were initially set up. When establishing a new business, or even when re-establishing an existing business entity, it is imperative to have legal counsel review the specific needs and circumstances of the business and draft the legal documents required by Georgia law. With a clear understanding of the structure and dynamics of the organization, a Georgia business attorney is able to determine the proper Georgia legal entity that the business should operate under and will file the appropriate documents with the Georgia Secretary of State to establish the entity. Per Georgia law, legal contracts and agreements will then be drafted that outline the relationships between business partners, and licensing and taxation issues will be reviewed. Addressing these matters up front is greatly beneficial in preventing or resolving any partnership disputes or litigation in Georgia courts.

In today’s tough economy, many people are starting their own businesses. But with the infiltration of online legal document services, it is easy for new business owners who may be strapped for cash to bypass using the services of a Georgia business attorney. Unfortunately, by their very nature, these online legal documents can cover only the most common legal issues and cannot begin to address the individual circumstances and requirements that ultimately face any business. These “e-documents” do not address specific Georgia business requirements and provisions. Relying solely on documents found through an online service may seem cost effective and quick at first glance, but the results can be disastrous. These documents are not legal advice and are not a substitute for an experienced Georgia business lawyer. A reading of the disclaimer from any of these “e-document” sites confirms that the provider of these “e-documents” has set forth these “e-documents” for information purposes only. Further, as you might guess, these “e-document” providers take no responsibility for the serious problems these “e-documents” cause or assist you when pressing concerns arise. As an Atlanta, Georgia business attorney, I have seen the countless problems these “e-documents” create. As a proprietor of a well-established Georgia business law firm, I find the sale of these documents untenable.
Continue reading

July 19, 2012

ATLANTA LAWYERS FIND ‘FAILURE TO DISCLOSE’ CASES ON THE RISE

by Kasey Libby and Duncan Adams

As an Atlanta, Georgia lawyer, I have noticed that failure to disclose defects in Georgia real estate (mainly in residential homes), are on the rise. In fact, some cases of ‘failure to disclose‘ serious defects in real estate rise to the level of real estate fraud in Georgia, and even involve action on the sellers behalf to hide, cover up, and disguise defects so the buyer or inspector will not notice them.

As an Atlanta Property Attorney who advises clients on the purchase and sale of real estate, I make sure and advise the sellers of real estate it is illegal to fail to disclose to potential buyers, major and/or material construction defects, in the ‘home for sale’. While sellers may view these disclosures as a burden, these laws exist to protect sellers and homebuyers.

By being upfront about your home’s defects in Georgia, a home seller can avoid serious lawsuits and legal liabilities in Georgia for failure to disclose defects. Your seller’s disclosure form shows both parties exactly what the defects are, so you can be exempt from future problems.

March 18, 2012

BUSINESS LAWYERS IN ATLANTA, GEORGIA, KNOW YOU NEED SEPARATE ATTORNEYS FOR THE CORPORATION AND INDIVIDUALS, DIRECTORS, OFFICERS, SHAREHOLDERS, ETC. – HERE IS WHY

by Kasey Libby and Duncan Adams

Atlanta Business lawyers at The Libby Law Firm know that a Georgia corporation must be represented by an attorney in order for it to file a claim or to defend itself in a suit brought against it. This might seem like a heavy burden for a business––after all, an individual can represent him- or herself in court––so why must a corporation obtain representation instead of, say, being represented by the sole shareholder in court?

Although an individual can represent him- or herself in court––which is called “appearing pro se”––Georgia law prohibits a non-attorney from representing someone else in court. Corporations are considered to be and treated like an individual under law; therefore, permitting the shareholder to represent the corporation would be allowing the unauthorized practice of law because a non-attorney (the shareholder) would be representing another (the corporation) in court.

In fact, the Supreme Court of Georgia has held that: