Business Transactions & Disputes
Atlanta Business Litigation Attorney Resolves Disputes Over Transactions
Timely, Cost-effective Solutions Help Your Company Get Back to Business
Your company is in business for one reason only: to turn a profit. Your various transactions are the means to that end, but when disputes arise, as they inevitably do, the value of your transaction is threatened and so are your profits. At Spizzirri Law Offices Company Limited, my proactive philosophy is weighted heavily in favor of preventing business and commercial disputes. When conflict comes, we still adhere to our core principle of prevention as we strive to resolve your case without wasteful litigation expenses or delays that rob the contract of any remaining value. Our clients trust our firm to serve their interests by finding a path to resolution that advances their business goals and delivers value for your services.
Proactive Lawyer Delivers Value Through Business Litigation Services
What is the total value of a business contract? Certainly, the initial investment you make in your performance has value, as does the profit you hope to realize. But there is also value downstream, in the transactions that can take place because the contract in question has been fulfilled. Often there is terrific value in the business relationship your company has with the supplier, manufacturer, or subcontractor who is the other party to the contract. When we talk to clients about delivering value, of course, we mean preserving resources, but we are also concerned with preserving your company’s reputation and goodwill among clients and trade partners.
For the sake of delivering value, we look for creative solutions to potential and actual breaches of contracts. Scorched-earth litigation rarely serves anyone’s best interests. Renegotiation and reformation of a contract is often less costly in the long run than enforcing the letter of the agreement. There are many instances when a contract must be enforced, but that should not always require the parties to go to trial.
Fighting for Your Rights in Tax Litigation
Alternative dispute resolution (ADR) generally refers to two types of practices:
Arbitration — In arbitration, a neutral third party, the arbitrator, hears each side of the conflict. Each side can present evidence it feels is relevant, call witnesses, and request a specific ruling. After hearing the evidence, the arbitrator renders a decision for one side or the other as a judge would. In binding arbitration, the parties have agreed to be bound by the arbitrator’s decision and not to take the case to court. In nonbinding arbitration, the parties retain a right to sue if they are not satisfied with the process or the outcome.
Mediation — Mediation is less adversarial and more cooperative than arbitration. A neutral third party, the mediator, listens to each side and attempts to guide the parties toward a mutually beneficial compromise settlement. Mediation is never binding: if the parties do not reach a settlement, they can choose arbitration or go to court.
Transaction Advisory Services
Atlanta Transaction Advisory Service Attorney Helps Your Business Grow
Reliable Due Diligence for Mergers and Acquisitions
Many companies use mergers and acquisitions to transform their market position and meet their strategic goals. But how can you be sure the asset you covet can deliver the value you expect? Perhaps you have a small business, and you’re hoping to be acquired. How can you obtain maximum value? When you retain Spizzirri Law Offices Company Limited for transaction advisory services, you get the benefit of 25 years of business, commercial, and corporate law experience from handling hundreds of mergers, acquisitions, divestiture and reorganization transactions ranging in size from $5 million to several billion dollars. We have performed due diligence on mergers and acquisitions; managed structuring for corporate financial services, venture capital, and private equity clients; and advised numerous entities on major tax planning involving international, federal, state and local taxation. We have the full range of knowledge to guide you toward a result that delivers value for your company’s stakeholders.
Proactive Advice for Atlanta Transactions
Our transaction advisory services help businesses by providing comprehensive legal counsel for strategic growth throughout the transaction life cycle. Our advice helps identify and ameliorate risks so you can make fully informed decisions about the efficacy of your strategic choices. Through due diligence,
we provide guidance on a host of areas, including:
Carve-outs
Asset acquisition (taxable and tax free)
Leveraged buyouts
Transaction preparation and reverse due diligence
Tax free reorganizations
Private equity transactions
Stock purchase acquisitions
Acquisitive tax-free reorganizations
Attracting new investment, private placements and preparation for Initial Public Offerings
Getting the Greatest Value From a Merger or Acquisition
If your plan for growth includes the acquisition of an asset, merging two companies, or forming a joint venture, your analysis must include:
Intellectual property valuation
Potential synergies
Restructuring requirements
Capital structure
Pricing mechanisms
Strategy for acquisition
Federal and state tax planning
Let a proactive corporate lawyer deliver value through transaction advisory services
If your small to medium-sized business is ready to grow, trust Spizzirri Law Offices Company Limited to guide you through the Transaction process. The firm’s transaction advisory service methodology delivers value by identifying and controlling risk and advancing your corporate strategy. For a consultation, call
(404) 999-2161 or contact our Atlanta office online.
Corporate Separations
Atlanta Corporate Separation Lawyer Dissolves Your Business Partnership
Preserving Value While Severing Ties Among Co-owners
A frequent scenario among entrepreneurs involves a business at the crossroads, with the partners who built it at crossed purposes. If you and your partner(s) have irreconcilable differences about the strategic vision for your company, it may be time to file for corporate separation. This process differs from a business dissolution, because the company continues to operate even after key players negotiate their exits. Spizzirri Law Offices Company Limited facilitates corporate separation for small to medium-sized companies. Drawing on 25 years of corporate law experience, I can dissolve partnerships on terms that maintain the value of your enterprise.
Getting Past the Emotions in a Corporate Separation
The first step in a business separation — deciding which partner or group of partners stays and which goes — can be a difficult and contentious process. Partners are often more than financially invested in the company they built. As with a regular divorce, a period of “marital counseling” may be in order. But if the partnership simply cannot be saved, the partners must move on.
Mediation is often a helpful process for exploring the various possibilities open to the partners. A skilled mediator can help business partners identify realistic goals for the company’s future and for their own futures. Often, mediation can help partners realize that their goals for the future are really at odds with the company’s and that taking the company where they want it to go is not the best way to enhance the value of this asset. When that realization occurs, all sides know who the exiting party should be, and the next task, arranging a fair buyout, comes to the fore.
Negotiating the Owner’s Exit in a Corporate Separation
When negotiating an exit in a corporate separation, parties must come to an agreement on the value of the exiting partner’s ownership and adopt a strategy for paying fair compensation. Often, the remaining partners do not have enough cash on hand to pay the exiting partner, or they are simply not interested in paying out of pocket for a buyout. In such cases, the company can structure a leveraged buyout, using their own shares as collateral to take out a loan that pays the exiting partner.
For larger companies, a buyout becomes more complex because it requires the participation and approval of a greater number of shareholders. No matter what end of the process you’re on, it’s imperative that you have reliable corporate counsel negotiating to uphold your interests. As a corporate lawyer in Atlanta, I search for creative ways to reach corporate divorce settlements, because the alternative, a shareholder lawsuit, is potentially very damaging to the company.
Drafting Your Corporate Prenuptial Agreement
Many companies avoid the prospect of a messy corporate separation by drafting a clause in their partnership agreement that controls how to handle a partner’s exit. These buy-sell agreements operate as corporate prenups, saving companies the time, stress, and expense of litigating a partner’s exit.
Contact a proactive attorney for your business disputes
To schedule a consultation, call (404) 999-2161 or contact our Atlanta office online.
Contact Us
If you are spending too much of your company’s budget on legal fees, or you are just tired of the reactive approach to business law, Paul M. Spizzirri is prepared to help. Schedule a consultation to learn how my approach can produce value for your business. Call (404) 999-2161 or contact my Atlanta office online.