Business Transactions

Our business transactions experience is extensive. Donnie Sloan adds a new level to the practice of law with his years of experience and ability to handle the most complex transaction. His credentials equal that of any top lawyer in the country. The firm has been involved in excess of one billion dollars in transactions. We engage in small to medium size business sales, mergers and acquisitions. Whether it is the sale of several hundred restaurants to the acquisition of a small business, our attorneys are equipped to handle the transactions. We offer complete services that include real estate transactions, acquisitions, contract negotiations, tax planning, organizational structure and transfer. There is no situation too unique or even too common for our attorneys. We are solution driven and client oriented. To find out if we are right for you call Donnie Sloan at 770.622.4700 or toll free at 877.622.9112 (after hours ext. 103). You may also send an email at info@dfslaw.com.

We engage in representation of clients from major expansion and finance to start-up. Whether it is preparing and structuring a company to obtain venture capital or deciding what initial corporate structure is needed, the attorneys have the years of diverse experience to not only help with all legal aspects of the project, but provide business savvy unfounded in a law book. Whether it is a new start-up company or the expansion of another company, we use the concept of full business services. We have gained a wide range of experience and have become a very complex and diverse practice which gives the ability to provide innovative concepts for business development and legal issues. We maintain central control and development of all issues regarding contracts and engage special counsel is necessary to procure issues such as patent and securities registrations where independent counsel was required. We build a team with the clients and necessary experts and maintain central control to see the project from start to finish. The legal advice is a small part of business development and we use our innovative experience to engage in all areas that the client needs assistance including strategic marketing plans, the creation of trademarks and developing the necessary partners to keep a project moving.

Davidson, Fuller and Sloan, L.L.P. is an A.V rated firm with a reputation for perfection in representing our clients. We are known as a innovative, solution oriented firm, consistently increasing our network capability to meet the most challenging clients'  needs. We are staffed with diverse experienced partners in virtually every aspect needs business.  We offer  full business services for complete and innovative solutions. Business situations need full service and innovative solutions that are not only cost effective, but result oriented. Individuals need direct and hands on attention to the most minute detail of their needs. Experience counts. It's that plain and simple. The economy may sag, the stock market may be a bear, but business still moves and those without a plan will be left behind.  We provide more than a one-stop shop for legal services. We provide a group of individuals that seek to be an asset for any level of business. We are not  "paper pushers" or just "mouth pieces." We give complete focus to every client's needs whether it involves business, including major litigation, expansion, start-up enterprises. -Top-

Building Businesses and Exit Strategies for the Entrepreneur.  One of the most critical aspects of any business and an area of primary interest to most entrepreneurs is how to expand their business pursuant to their own desires. The key element is personal desire. Each entrepreneur is different, each business is different, and it is critical to the optimum performance of the company that the entrepreneur’s actual desires and values are consistent with the corporate organization and methods of expansion, whether by acquisitions of other companies, franchising, licensing, or customer growth. The most critical element for an entrepreneur’s lawyer is the ability to listen to the client and to mirror accurately the client’s views in an effort to develop the true reasons for why or she he is in business and the type of expansion that he or she desires. Many entrepreneurs are not fully aware of the deep emotions and values that are the basis for their actions. The critical step of the process is the lawyer being intuitive and aware to help the client align its actions with these true motivations.

Eventually most entrepreneurs reach a stage where they need to consider exit strategies. These should be considered early when there is no immediate need. Once again, it is critical to understand the underlined motivation for the type of exit strategy that a client desires. Needs and motivations will vary depending upon: family members, key employees, retained interest in the business, remaining in an advisory capacity or as a figure head, and many other underlying issues. Entrepreneurs are usually unaware of the underlined motivations as to what they are really attempting to reach, and it is imperative to reach an awareness so as to be able to focus on the true motivations so as to determine whether there should be a complete sale of the business and retirement, or stock ownership plans for the employees with retained interest or other buy-out programs which contain tax advantages.   

Questions that should be considered in detail include at least the following: 

Would I prefer an outright cash sale?  (It is generally recommended that companies do not sell there business on credit.) 

Do you have family members (including minor children), friends, other shareholders, key employees, or employees that you would consider purchasing the company either outright or through stock buyout plans? 

Do you desire to retain a position in an advisory capacity or as perhaps chairman of the board? 

Would you consider selling to a competitor? 

Would it be advantageous to merge with a competitor or other businesses? 

Would you enjoy retirement or like many other entrepreneurs become involved in a new enterprise? 

What do you intend to do after selling the company?

The above are just a few of the questions that one should ask as one contemplates the idea of selling a business.  Once a decision has been made to sell there are multiple methods of structuring the deal based upon the tax code.  Many purchasers only want to buy assets and do not desire to buy the stock of another company due to the possibility of buying liabilities that are unknown.  Sales or mergers with publicly traded companies may cause restrictions as to when and how much stock of your newly issued stock can be sold.  Other typical agreements in the selling of a business include noncompete agreements restricting the seller from competing for a certain period of time as to certain areas in the business, no solicitation of former clients or employees, and confidentiality of trade secrets.  In addition, a consulting agreement may be reached which would allow additional compensation and other benefits being extended to the seller. At minimum, the above issues should be considered in the early planning process. Top

Business Formation.  Tax laws affect the life of small businesses through the formation, operation and disposition of a company.  Throughout the life of the business, the owners generally are:

Minimizing income tax obligations while building a profitable business

Maintaining accurate financial and tax records as a defense against potential tax audits

Selling or transferring the business in a tax advantageous manner

Reducing the value of the business for estate purposes

To protect against personal legal liability and avoid "double tax", a business owner usually will want to operate the business as a limited partnership (L.P.), limited liability partnership (L.L.P.), limited liability limited partnership (L.L.L.P.), limited liability company (L.L.C.) or a Subchapter "S" corporation.  Some states do not recognize the L.L.P. or the L.L.L.P.  These are "flow through" entities, which means the profits and losses are reported directly by and taxed directly to the owners.  A general partnership is also a flow through entity, but it does not have limited legal liability.

A small business normally will not operate as a Subchapter "C" corporation because of the threat of a double tax on business profits distributed to the owners (one tax paid at the corporate level and another tax paid by the owners for dividends).

In partnership or LLC forms, special allocations of income and expenses among owners are allowed.  For instance, one owner provides "sweat equity" and the other owner provides cash, the agreement might read that until the cash investor receives his entire investment, profits (and therefore tax liability) will be split with a larger share to the cash investor.  Thereafter, profits might be split equally.

A Subchapter "S" corporation cannot have special allocations.  All income and expenses are reported in proportion to stock ownership. Top

Trademarks and Tradenames. To do business under a name other than the name of the individual or company that is conducting the business, a trade name is required. The easiest way to register a trade name is to file an Affidavit of Use with the clerk of the superior court of the county in which the business is being conducted. This affidavit is not protection of the name, it merely advises the public of who is using the name. 

Protection of the name can be obtained by registering the trade name with a State's Secretary of State’s office as a trademark or a servicemark. The basic difference between a trademark and a servicemark is the trademark applies to tangible products and the servicemark applies to services that are performed. To register a trademark or a servicemark it is necessary for a search of the public records to be done to determine if the name is being used by others. If it is not being used the Secretary of State’s office will register the name for use in the State of Georgia. Registration with the Secretary of State is protection against others using the name within the state. 

If the name is used in interstate or international commerce it could also be registered as a trademark or a servicemark with the United States Patent and Trademark Office (“USPTO”). To register with the USPTO requires a name search on a nationwide basis and a determination that the name has not been otherwise registered by someone else. Once that determination is made, the USPTO will publish a proposed registration in the official gazette of the USPTO for opposition. This gives anyone else that is actually using the name an opportunity to file an objection to registration. If no objections are received, the trademark or servicemark will be issued in due course. Once issued, the registered mark protects against anyone else using the name in the same field of enterprise. To maintain the use of a registered mark with the USPTO it is necessary to file affidavits of continued use during the sixth (6th) year of use and every ten (10) years thereafter or the mark will lapse. There is also a possibility of filing marks in other countries if the marks are going to be used in international commerce.  

Knowing what needs protection and how to protect it is required knowledge for any firm desiring to be competitive in today's fast moving market. The Intellectual Property Practice Group offers a complete range of full legal services in the areas of trademark, trade secret,  copyright, outsourcing, computer, technology, software, restrictive covenant, electronic commerce, Internet and franchise law. In specialized areas such as patent law, we network and take lead role as business development requires a full array of services. In addition, we advise clients, draft and negotiate all types of contracts and business arrangements needed to protect intellectual property and business methods. This includes licensing, marketing, distribution, and other commercial agreements and transactions regarding all types of intellectual properties, products, services, and technologies.  Top

Lending. We have extensive experience representing borrowers in a broad range of  financing transactions. The business and litigation groups have developed an extensive knowledge base in representing businesses and their relationships with financial institutions. The services offered range from real estate lending, equipment leasing, equipment purchase, business expansion and workout agreements. With our experience in business development and lender liability actions, we are able to assist our clients in planning for future pitfalls and find creative solutions when problems occur. We work diligently on the details of financial documents, assisting our clients in dealing with financial institutions so that all roads are known and covered, providing the clients with a clear, predictable future for any path. Top

Legislative Issues. We have wide array of experience in handling legislative and administrative matters. We have represented clients before the state and local government bodies and agencies. We offer a full range of services including drafting legislative proposals, amendments, advising clients with respect to legislative strategy, monitoring legislation and representation before agencies and assisting clients in issues regarding state and local governments. Top

Non-Compete Agreements. Many times the greatest assets to a company are its employees. Important employees, shareholders, and other parties that are privy to confidential information are a major working asset of the company. It is important that these individuals sign an employee agreement which may or may not include protections for confidential information and restrictions of a party’s rights to compete for a limited amount of time within a certain geographical area. In addition, these agreements may set forth duties, performance and reasons for termination, and upon termination, what information belongs to the company and in what form or manner can the employee compete.  Top

Business Contracts. All contracts should be discussed thoroughly prior to entering, as this requires the individual or corporation to address and pay attention to the issues prior to entering the contract. A well written contract is the best tool to avoiding litigation, and in the actual event of litigation, the contract is the primary evidence that will be reviewed. A court will look to the agreement to see if there is any ambiguity and if not will only consider the written language in the agreement. There are certain rules by which the court will be required to attempt to construe the agreement to determine its intent. Only after applying these rules of construction will the court then look to evidence outside the written terms of the agreement. In the legal arena, the written word is binding in most situations. Top

Corporate and Securities. Our experience involves a wide range of business entities. The services offer a range from start-up to funding the issues. Services are offered for corporations, partnerships, limited liability companies, limited liability partnerships, joint ventures and other business entities involving private placement memorandums, venture capital programs, mergers and acquisitions, debt financing, liquidation and dissolution of businesses, consulting and management agreements. The group also provides a variety of services in a wide range of areas dealing with financial institutions, banks and workouts. Top

Contract Drafting and Negotiation. Details are the most important aspect of any contract. Our expertise in contract drafting and negotiation ranges from the most complex transactions to internet activity. Even on small projects we care about the fine print and the results. One way to govern the future is to draft and negotiate smart contracts. This is true whether it is an business venture agreement between major companies or and individual employment contract.

Transfer and Succession Business Planning. Not only are our attorneys capable of helping in developing an organizational structure and expansion, but our attorneys are also capable and have a vast experience in assisting clients in developing a way to transfer the business and come up with the proper method of succession. Transferring succession is a key ingredient to retirement and the ability to reap the benefits of a successful business well before retirement age. We have assisted a number of clients in finding ways to sell a business, transfer or allow it to be succeeded by employees, business partners and even families. This knowledge base is an absolute necessity for proper estate planning for individuals and is a perfect fit for estate planning practice. Top

New Business Structures. Deciding the organization and the structure or starting up a new business requires experience and a knowledge base that only comes from representation of a vast range of clients. Choosing a business structure or setting up an organization requires a knowledge base, it involves tax, corporate law, securities law, employment law, regulatory issues, among other areas including business savvy needed to make the right choices. Future planning is critical and begins from Day One. The services offered include corporate, partnerships, limited liability companies, limited liability partnerships, joint ventures and other business entities, buy-sell agreements, shareholder agreements, venture capital programs, private placement memorandums, assistance in obtaining initial public offerings, together with full business service to provide a complete package. Top

Estate and Tax Planning.   Estate planning is not just the creation of a will. Estate Planning is necessary for any business or family person thinking of the future.  Providing the right plan for the future is an absolute to survive. Our plans range from assisting business owners in sellouts to helping executives in negotiations. For the business, a total package is necessary that includes tax strategies, buy-sell arrangements, merger and acquisitions, and a range of business tools to plan out the future. For the individual it is coming up with the right plan that involves a good will, trusts and a range of personal tools to help with the future, even in retirement. We have gained a knowledge base from handling the full needs of our clients and providing solutions that are well planned and result oriented. Our firm offers complete services regarding estate planning, tax planning, probate wills and trusts. These are areas that are overlooked by many people, but are one of the most absolute necessary areas where people should engage an attorney with the knowledge base to properly plan for the future. This is the only sure way of protecting one’s family and assets. Wills can be purchased over the counter on-line, but to obtain a knowledge base requires the engagement of an attorney with the experience and know-how to do more than just handle a form. Estate planning requires strategically planning of tax consequences, the necessity of creating trusts and plans for all types of contingencies. We handle estates for life for clients and monitor changes in the law and create a plan that will evolve as the client’s assets grow and change through their lives. This includes handling probate for estates to see that proper distribution occurs according to the terms of the will and the estate plan. Top

Exit Strategy.  The time to consider an exit strategy is when the business is formed.  Who is the likely buyer, a privately held company, employees, or a public company?  Will the business build value in its assets so that a buyer will pay a premium for the company, or are there no assets outside of personal services?

If an owner is considering selling to a public company or making an initial public offering (IPO) of stock, the buyers will be interested in earnings growth, not tax savings.  Show as much income as possible (and, thus, pay tax on it).

If an owner is selling to a non-public company, then the owner must understand tax consequences.  The owner will benefit most from long term capital gains on the transaction.  Beware of payments in exchange for promises not to compete or for consulting agreements as both are taxed as ordinary income, not capital gains. Top

Acquisitions and Sales. The Davidson, Fuller & Sloan, L.L.P. transactions group has been involved in excess of one billion dollars in transactions. We engage in small to medium size business sales, mergers and acquisitions. Whether it is the sale of several hundred restaurants or the acquisition of a small business, our attorneys are equipped to handle the transactions. We offer complete services that include contract negotiations, tax planning, organizational structure and transfer. There is no situation too unique or even too common for our attorneys. We are solution driven and client oriented.  Top

Choosing the Right Structure