Business & Commercial Law

Business & Commercial Law

Business Law Atlanta Business Lawyer Offers Proactive Legal Guidance

Trusted Business Collaborator for Small and Medium-sized Businesses

Small and medium-sized businesses can easily find themselves in a bind when it comes to legal counsel. Not quite ready to employ in-house counsel, management may be reluctant about consulting outside counsel until a problem arises. Many small business owners also may have prior negative experiences where legal counsel imposed costs without delivering any discernible value. Unfortunately, this passivity allows problems to go undetected until they become a huge drain on company resources. Spizzirri Law Offices Company Limited takes a proactive approach that saves your company money in the long run. Although we are technically outside counsel, we engage like an insider, performing legal diagnostics on every aspect of your enterprise to discover and correct problems that may be associated with regulatory compliance, contract management, IRS examinations and other enterprise risk before they become expensive points of conflict. If you have a small to medium-sized business near downtown Atlanta with revenues between $5 million and $50 million, our preventive approach to business law can be an asset for your company.

Day-to-day Operational Assistance For Atlanta Companies

For 25 years, I have provided a full range of business law services for client companies, including:

  • Legal internal controls

  • Regulatory Compliance guidance

  • Contract management

  • Due diligence and Transaction Advisory Services

  • Choice of Entity, organizational structuring and reorganizations

  • Mergers and acquisitions

  • Purchases and sales of businesses

  • Contentious Business Separations

  • Shareholder, partnership, joint venture and operating agreements

  • Major Tax planning (International, Federal, State and Local)

A few brief points on our approach to contracts can serve to illustrate how our proactive approach works. Disruptive innovation effects business change much faster than commercial contracts may evolve to reflect these changes. You may be operating under an agreement that no longer serves your needs or those of the other parties. We perform a thorough review of your existing contracts to identify points that might produce costly breaches or lead to contract disputes. We engage with counter-parties to renegotiate and reform agreements to meet changing conditions. Now your agreements are reinforcing rather than straining your business relationships. This reduces the risk of litigation, enhances business relationships, and improves your profitability.

Assistance With Budgeting And Risk Management

In many emerging companies, the budget is held hostage by the consequences of poor risk management coupled with a reactive legal function. The most grievous example is when costly legal disputes drain resources the company desperately needs to facilitate operations. We help companies implement effective risk management strategies that reduce costs and make expenditures more predictable.

A few examples can illustrate this point:

  • Reviewing corporate structure — Companies established under an inappropriate corporate structure can be open to unexpected liability exposures or face expensive, even taxable, organizational restructurings to position the company for future growth or new investment.

  • Reviewing operator and shareholder agreements — We troubleshoot your existing agreements to avoid legal issues in a subsequent sale, redemption of the founder, or recapitalization. 

  • The absence of provisions for succession planning, distributions in complete redemption, reorganizations, mergers or other transactions often create chaos that can kill the deal, destroy deal value or result in extremely expensive transactional litigation between stakeholders. Often, companies forego detailing these provisions to save a few thousand dollars at formation, only to suffer a loss of millions in the future.

  • Improving human resources management — Because there are numerous examples of successful companies going bankrupt due to litigation from former employees, we thoroughly review and revamp your employment agreements and manuals.

  • Protecting Intellectual property — To minimize their legal spend, many emerging companies neglect to get a patent, copyright or trademark, so that enterprise value is ultimately lost. We encourage companies to look at intellectual property protection expenditures as investments in appreciating assets that will maximize enterprise value at the time of sale. This comparatively moderate cost is always preferable to extremely expensive litigation to defend the company’s brand from infringement, customer confusion, fraud and misrepresentation by other actors who exploit unprotected intellectual property assets for their own profit.

  • Regulatory compliance — Too often, companies first learn about specific areas of government regulation when a regulator shows up at their door to conduct an audit, inspection, review, or other regulatory investigation. Our proactive approach can spare your company expense, while protecting your officers from possible civil and criminal liabilities associated with regulatory compliance failures. The most effective way to ensure a successful result and to manage regulatory investigations is advanced legal compliance and planning.

  • Taxation planning — Many small businesses fail to investigate the proper application of sales, use, excise, payroll, personal property or business license or other state and local taxes to their particular type of business. After years of operating without tax compliance, companies can find themselves owing several times the amount of the original tax liability as a result of interest and penalties. In addition, sales tax and payroll tax fall within the family of trust fund taxes for which owners have personal liability without regard to the protections offered by the corporate veil. Moreover, these liabilities are not dischargeable in a personal bankruptcy and can therefore follow owners for decades.

Under our preventative approach, your company’s cash flow is more reliable; you can generate profits or raise capital with reduced risk and your business enjoys greater profitability.

Assistance With International Business and Commercial Transactions

Doing business internationally introduces contractual and regulatory complexities as well as serious tax considerations. Drawing on direct advice from a vetted international network of attorneys licensed in jurisdictions around the world, we provide guidance on strategic decision-making and perform cross-border due diligence, organizational structuring and transactional structuring

Our professional experience in this area is extensive and includes:

  • Transaction Advisory Services in collaboration with counsel in Latin America, Europe, and Asia

  • Bankruptcy proceedings for Fortune 500 companies with numerous subsidiaries in several countries including G reorganizations, Busted G Reorganizations and 363 Asset Sales

  • Management of international matters related to intellectual property, employment and labor, securities, litigation, alternative dispute resolution, corporate, contract management, risk management, budgeting, and third-party risk assessments

  • Counsel to a Japanese corporation in its multibillion-dollar investment in the wireless division of a multinational telecommunications corporation based in the United States and in the subsequent 355 spin-off of that division

  • Tax planning for international business ventures

  • Collaboration with local counsel in several multijurisdictional complex litigation matters in Latin America, Europe, and Asia including alternative dispute resolution in the PRC.

  • Creation, refinement and optimization of worldwide complex international, transactional, and organizational structures including new holding companies, special purpose entities, international intercompany transactional agreements, documentation, and transfer pricing analysis

Our practice is geared toward freeing resources so companies can become more profitable and expand more easily. For this reason, we often help small to medium-sized companies get started with international transactions.

Commercial Law

Experienced Attorney Provides Advice to Boost Your Bottom Line

Companies engage in commercial exchanges for one reason only: profit. But the more complex the transaction, the greater the risk that one element or another will trigger losses that destroy the value of the deal. As your commercial law counsel, Spizzirri Law Offices Company Limited guards against various risks that threaten the profitability of commercial exchanges and the long-term viability of commercial businesses. By taking a proactive approach, we can reduce wasteful expenditures from breach of contract litigation, regulatory discipline, lost trade secrets, and other preventable losses while we help you develop and implement a strategy for sustainable growth and profitability.

Risk Management includes carefully confirming that sufficient insurance coverage exists to protect against claims that can destroy your business. Insurance also covers legal expenses so that broader coverage can mean broader protections against the legal bills associated with legal claims. Policy combinations can include general liability, EPLI, D&O, E&O and even personal guarantee insurance coverage to protect owners who personally guarantee business loans. Key factors can include the ability to choose your own attorney rather than have the insurance company pick an attorney for you, deductibles and numerous other coverage options. Risk Management can also include a thorough review of legal risks associated with regular business operations to identify very high-risk aspects that may be outsourced to lower enterprise risk.

Spizzirri Law Offices Company Limited

Legal Risk is traditionally expressed in statistical terms as Risk is equal to the product of the probability of a particular event and its associated financial cost (R = p * Cost) similar to an expected value calculation. For example, if the probability of a particular event is 10% and the cost of that event is $1,000,000, then the Risk associated with that loss is traditionally calculated as $100,000 which we express as R1. This Risk would be comparable to a Risk of a different event the probability of which is 80% and the cost associated with that event is $125,000 which we express as R2. In other words, R (10% probability of a $1,000,000 loss) is essentially equivalent to R (80% probability of a $125,000 loss).

These losses are then placed into temporal context and subjected to a discounted cash flow analysis based upon principals associated with the time value of money. The present value of a dollar is expressed as the formula PV = FV / (1+r) t where PV is the present value, FV is the future value, r represents the discount rate and t represents time. Returning to our example above, assume that R1 is predicted to occur in year 2 while R2 is predicted to occur in year 1 and the discount rate is 10%. The associated calculation of the net present value of R1 is expressed as PV = (.10 * $1,000,000) / (1.10)2 or the quotient $100,000 / 1.21 which yields $86,644.63. In contrast, the associated calculation of the net present value of R2 is expressed as PV = (.8 *$125,000) / 1.1 or the quotient of $100,000 / 1.1 which yields $90,909.09. In temporal context, R2 is therefore greater than R1 despite the initial appearance of mathematical equivalency.

In practice, this analysis is complicated because costs are often incurred over a term of years (attorney fees, litigation expenses or judgments) and probability determinations are rather subjective and often based upon speculation of an experienced attorney. Once identified and quantified, the purpose is to reduce, mitigate or eliminate these risks employing an array of tools to manage these risks such as insurance, outsourcing, contract management, regulatory compliance and organizational/transactional structuring. Risks should be identified and quantified as early as possible and compared to the cost associated with mitigation or elimination to strike the appropriate equilibrium. Complete elimination of a risk might require a cost that exceeds the amount of Risk Exposure while doing nothing may be free, but the probability of a catastrophic event is maximized. Striking a balance concerning each risk event is an important component of risk management.

This traditional approach is in a continuous state of evolution and new approaches are being developed. For example, see ISO 31000:2009 Risk Management – Principals and Guidelines.

Comprehensive “Reverse Due Diligence” Adds Value to Your Transactions

Our proactive approach begins with a top-to-bottom diagnostic review of your legal function to identify potential problems and areas for improvement. As project management professionals who identify and exploit profit opportunities, we continuously refine strategic and tactical policies with the goal of maximizing enterprise value while mitigating or eliminating risk.

The areas we routinely address include:

  • Basic planning

  • Organizational and Transactional Structuring

  • Business communications

  • Business financing (Debt and Equity)

  • Human Resources

  • Intellectual property registration and licensing

  • Insurance coverage and high-risk areas

  • Regulatory compliance

  • Review of commercial transaction agreements

  • Review of operating activities and enterprise risk management

  • Review and structure of foreign transactions and investments

  • Trade secrets and confidential information

Although our work is geared toward preventing litigation, we are adept at resolving disputes in a timely, cost-effective manner if they should arise.

Building Value and Reinforce Relationships With Customers And Vendors Through Proactive Contract Management

Building Value and Reinforce Relationships With Customers And Vendors Through Proactive Contract Management

Contract management is a comprehensive approach that goes beyond creation and execution. We analyze existing contracts to evaluate the operational and financial performance of each commercial transaction and, by extension, the probable impact that contractual relationships may have on financial Commercial Law performance of your company. A key area of analysis focuses on contract risks and strategies to reduce exposures. Given the rate of technological change and the introduction of disruptive innovation throughout every industry, contract terms inevitably fail to reflect various changes such as procurement or service contracts concerning key components that fail to account for disruptive innovation or technological changes that instigate sudden market pricing changes. Rather than litigate to preserve the past, we often recommend that contracts contemplate periodic renegotiation and reformation of commercial agreements as a better alternative to expensive litigation, because these remedies can preserve transaction value while providing an opportunity to improve vendor and customer relationships instead of destroying them through conflict. Sometimes the solution may be to gradually migrate contractual relationships away from existing parties rather than abruptly ending such relationships.

Relationships with critical vendors should never be exclusive or concentrated. Instead, vendor relationships should be diversified to protect against supply disruptions or terminations that occur with a single source of supply due to fire, theft, natural disasters or bankruptcy. Contract management should include stress testing of key vendor relationships to consider whether alternate vendors can meet the Company’s supply requirements and the possibility of these events should be contemplated by the contractual agreements, pricing, insurance, and disaster planning all of which have legal ramifications that should be planned for in advance and that planning should be reflected in supporting language that is present in all critical commercial agreements. Failing to plan is planning to fail.

Likewise, relationships with critical customers should never be exclusive or too concentrated. If your business has one customer, what will be the result of a sudden bankruptcy by that customer? Do contracts with your ten largest counterparties provide for proper indemnification for exceptional damages such as successor liability for taxes, environmental exposures or product liability? Careful management of the entire diversified portfolios of vendor and customer contracts should also consider whether expense allocations are proper and whether additional revenue opportunities may exist that justify augmentation of existing agreements. Proper contract management encourages our clients to engage in productive dialog with that 20% of customers who generate 80% of revenues to enrich these relationships and to identify, qualify, develop and close new revenue-generating transactions with existing customers. Does your contract management cultivate new growth opportunities putting you in control or are you recycling the same form agreement year-after-year hoping that organic customer growth increases your revenues as a result of outside forces beyond your control?

When litigation appears necessary, we conduct a careful net present value analysis of probable outcomes the litigation expenses of bring legal claims are justified by the expected value of probable collectible judgments in advance of serving any Notice of Breach.

Proactive Approach to Regulatory Compliance Reduces Risk

An outstanding example of how prevention can boost the commercial success of your business is regulatory compliance. The time and expense of defending your company in enforcement proceedings can be exhaustive, even if your company is not ultimately sanctioned. As your General Counsel, we provide reliable, in-depth guidance concerning the state and federal regulations critical to your business. Where appropriate, we help you to screen law firms that specialize in certain regulatory areas to formulate budgets and manage proactive regulatory compliance engagements.

Advanced preparation can make a critical difference in the outcome of a regulatory investigation. Regulation Proactive compliance initiatives ensure that the company complies with regulatory requirements before an investigation rather than learning about these requirements during an investigation. Failure to comply with regulatory requirements over a period of years can result in large fines, litigation or more severe sanctions against the company and its individual owners including both civil and criminal exposures. By getting out in front of a problem, and demonstrating good faith and transparency, we have often reached negotiated solutions that assuaged regulators and protected client’s interests without devastating enforcement consequences.

Let our proactive legal service enhance your company’s commercial value

Let our proactive legal service enhance your company’s commercial value

If you are a small to medium-sized business anywhere in the United States, learn how Spizzirri Law Offices Company Limited can deliver value for your company. For a consultation on the firm’s commercial law services,
call (404) 954-1781 or contact our Atlanta office online.