Business Formation/Choice of Entity
We have experience drafting articles of incorporation, articles of organization, company bylaws, partnership agreements, operating agreements, management agreements, and similar business agreements for individuals seeking to create various types of businesses. We can work with your accountant and provide advice regarding what may be the most advantageous type of business (e.g., corporation, limited liability company, partnership, etc.) for your needs. We coordinate filing of documents with the Georgia Secretary of State as is appropriate to create your business, and we can assist with other filing requirements as they may arise.
We do not practice in the area of publicly traded securities or the raising of capital through public or private offerings. If a client requires this service, we refer them to other counsel who specializes in this area of law.
Business Contracts and Transactions
In business, a good contract is a strong asset. A bad contract is a great liability. At The Dickinson Law Firm we negotiate, draft and evaluate both simple and complex contracts covering a wide variety of substantive issues and industries. When disputes arise, our litigation experience allows us to deal effectively with issues of contract interpretation, misrepresentation, fraud, breach of fiduciary duty, etc. We also offer comprehensive counseling in the areas of business practices and competition and provide experienced representation in unfair business practices litigation.
A buy-sell agreement protects a business from its owners, specifically their deaths, disabilities, divorces, disputes, bankruptcies and creditors. Change is constant in the business world, and a company’s relationship with its shareholders will change. Shareholders lose interest and move on, they get divorced, or they go bankrupt. In all these cases and other cases, the company needs a structure for the orderly and fair removal of shareholders. A properly drafted buy-sell agreement will provide a fair and effective resolution.
Commercial Lease Agreements
Oftentimes, commercial tenants do not discuss and negotiate their lease with their landlord. It is a common misperception that the tenant must sign the lease the landlord presents to them. Leases drafted by the landlord are almost exclusively in one-sided in favor of the landlord thus opening the commercial tenant to personal liability, costly repairs and maintenance, and costly litigation. The Dickinson Law Firm can provide you with protection of your rights in contract and lease matters. The Dickinson Law Firm understand the language and practical and legal ramifications entering into a lease and know how to protect you and your business so you are afforded the best opportunity for success.
Non-compete Agreements/Employee Contracts
Georgia voters on November 2, 2010, overwhelmingly approved an amendment to the state constitution that enables legislation adopted earlier in the year to greatly expand the ability of Georgia employers to restrict employees from taking jobs with competitors. The legislation is codified in O.C.G.A. § 13-8-2.1 and § 13-8-50 to -59.
The most significant change in the law is that Georgia courts are now allowed to redraft or “blue pencil” employment agreements that are challenged as anti-competitive to allow them to be enforced. Previously, if a restriction was written into an employment agreement, other than in connection with the sale of a business, the court would find the entire agreement unenforceable. With the new law, the courts can change the terms of an agreement to make it enforceable. The new law will apply to agreements executed after January 1, 2011. Prior agreements remain subject to the current case law.
The Dickinson Law Firm represents employees and employers in disputes about non-compete agreements and other workplace issues.