Representative Business Legal Services 

offered by Robert K. Gresham LLC

Entity Level                               

  • 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.

Capitalization                             

  • 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.

Governance                            

  • 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.

Transactions                               

  • 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.

Operations                                    

  • 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.

Litigation                                        

  • Document review and memoranda.
  • Drafting - briefs and research memoranda.
  • Litigation support services.

Intermediary 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.

Research                                         

  • Researching Georgia state, federal and municipal law and drafting associated memoranda.
  • Researching any legal question and drafting associated memoranda.