offered by Robert K. Gresham LLC
- Entity and state selection, associated organizational, operational, capitalization, financial, regulatory, tax and estate planning issues.
- Articles of Incorporation (or comparable organizational documents) and by-laws, operating agreements.
- Shareholder and member agreements, buy-sell agreements, voting agreements.
Integration with existing organizational structure, subsidiary considerations.
- Private placements, debt and equity subscriptions and associated certification.
- Securities Act and Securities Exchange Act issues and research.
- Funding agreements with banks, venture capitalists, private equity firms and angels.
- Structuring classes of debt and equity, stock repurchases.
- Corporate action, consents, board and shareholder meetings.
- Foreign/Alien corporation certification.
- Proxy statements and voting issues, minority shareholder issues.
- Organizational structure (org chart) issues, subsidiaries, short-form mergers, rollups.
- Preliminary negotiations and term sheets.
- Due diligence and associated memoranda.
- All manner of asset and stock purchase agreements, merger agreements and related documents.
- Leases and related real estate documents.
- Financing agreements.
- Legal opinions.
- Closings and post-closing issues.
- Local counsel for foreign corporations doing business or seeking to do business in Georgia.
- Support services for local corporate counsel, both on-site and remote.
- Employee manuals, employee agreements, noncompetition agreements, termination agreements, confidentiality and trade secret agreements.
- Vendor/vendee contracts, Commercial agreements, U.C.C. issues, licensing agreements, strategic alliances, many other types of agreements and structures.
- Federal and Georgia State and municipal regulatory issues associated with operations.
- Litigation prevention, insurance issues.
- Document review and memoranda.
- Drafting - briefs and research memoranda.
- Litigation support services.
- Funding source shopping and negotiation including bank loans, venture capital, private equity and angels; business plan drafting, editing and updating.
- Assisting in shopping for, researching and negotiating with potential acquirors of the company's stock or assets.
- Shopping for, researching and negotiating with potential target companies.
- Shopping for, researching and negotiating with potential business partners desirous of strategic alliances.
- Alternative Dispute Resolution representation, arbitrations, mediations.
- Employee, independent contractor, vendor, customer and shareholder negotiations.
- Landlord, landowner, tenant or neighbor negotiations.
- Governmental or regulatory negotiations with federal, state or municipal authorities or agencies.
- Researching Georgia state, federal and municipal law and drafting associated memoranda.
- Researching any legal question and drafting associated memoranda.