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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. Corporate Law 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.

Contact an experienced business attorney to address your legal needs

All businesses need to create value from their legal counsel expenditures. Spizzirri Law Offices Company Limited has the ability and experience to help your business succeed at efficient and effective value creation.  Make us a part of your Business Plan and Call us today at 404-458-8311 or contact us online to schedule your initial consultation by phone or in person at my Atlanta office.

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