Corporations and Limited Liability Companies

Business and other disputes are inevitable. Many are resolved through negotiation directly between the parties. In some cases, the parties secure the help of a third-party neutral, referred to as a mediator.

If negotiation fails, one or more of the parties may resort to a formal dispute resolution process. Such may take the form of litigation in courts, or arbitration before a private person or board. Arbitration occurs if the parties have a dispute in a contractual matter and the contract contains a previously agreed upon clause requiring arbitration of the dispute.

In some cases, parties may agree to proceed to arbitration after a dispute arises. We represent plaintiffs and defendants. Whomever we represent and regardless of the forum, our function is to perform as vigorous but thoughtful advocates. We represent clients with cases in the Magistrate, State and Superior trial courts located in the counties surrounding Metro Atlanta. We also litigate in the Georgia Court of Appeals, the Supreme Court of Georgia, the United States District Court for the Northern District of Georgia, and the 11th Circuit Court of Appeals. We have experience with lengthy and complicated arbitration and mediation proceedings.

The Firm has litigated questions of “first impression.” Those questions have been diverse, including the nature of First Amendment protections given to persons who post anonymously on the Internet, questions involving federal procedural law and statute statutory interpretation, the Fair Debt Collection Act, and the nature of certain lien rights of the owners of personal property. Business disputes can take many forms and arise out of many facts. The firm is prepared to litigate nearly every manner of dispute including following:

BUSINESS TORTS

A “tort” is a violation of a duty imposed by law rather than by private agreements like contracts. For example, the theft of trade secrets is a type of business tort. The law protects business property that meet the legal definition of a trade secret, even without prior agreements.

BREACH OF CONTRACT

Contracts are private agreements, which if valid, may be enforced in courts of law. Employment Law – This area of law deals with the rights and obligations between employers and employees. This includes federal laws protecting the civil rights of employees to be free of unlawful discrimination, such as Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, and the Americans with Disabilities Act.

Employment law also addresses private agreements between employers and employees, including NON-SOLICITATION / NON-COMPETITION AGREEMENTS TRADEMARK INFRINGEMENT – a trade or service mark is a name or symbol that identifies the source of a product or service. When a person wrongfully uses the trade or service mark of another, the Firm is prepared to enforce the owners’ rights.

DOMAIN NAME DISPUTES

The Firm offers our clients assistance in many areas of Internet law, including circumstances in which there is a conflict over the use of an internet domain name. We handle these, and many other types of cases.

A client who has decided to begin a new business may, if he or she chooses, conduct that business in his or her personal capacity. A business conducted in such a manner is known as sole proprietorship. When one or more persons join together in a for profit business, they are usually considered as partners in a “common law partnership.”

In a sole proprietorship and in a common law partnership, the owners of the business are not legally separate from the business. As such, the debts and other liabilities of the business become the debts and liabilities of each of the owners. Therefore, the personal assets of the owner would be subject to seizure for the satisfaction of business debts.

Corporations, limited liability companies, limited liability partnerships and other legal entities provide an important advantage: if properly managed, those entities are separate legal entities from the owners.

In such a case, the owners (called “shareholders” in a corporation, “members” in a limited liability company, for example) are usually not personally liable for the debts of the business due to their status as owners. If the business conducted through such and entity fails, the owner may lose the value of his or her investment in business, but the rest of the owner’s personal assets may be protected.

Therefore, for many reasons, it may be a better choice to engage in business through an artificial business entity. The choice of a particular entity requires an understanding and analysis of many things including number of owners, the desired management structure, the service or product offered, tax issues, the capital requirements of the business and future business plans.

We assist our clients make a sensible choice, and perform the services required to help our clients begin their businesses.