Alpharetta Business Transactions Lawyer
Have Your Case Reviewed For Free - Call (770) 648-0744
At The Law Offices of David E. Oles, we help businesses handle their various
transactions. Organizations typically structure their internal and external
affairs through written contracts. Our Alpharetta business attorney has
20 years of experience helping draft a broad array of contracts that may be needed in daily business,
or in making major structural changes. Whether you are drafting a contract,
compiling a lease agreement, creating an intellectual property agreement,
or are dealing with any other type of business transaction, we are here
to assist you!
Get started with your business transaction today by requesting your
no-cost case evaluation.
We handle the following types of business transactions:
Bailments – A bailment is created when the physical possession and control
of something of value is transferred from the owner to a third party.
Bailments can be intended or unintended and can subject the bailee to
liability for failing to take adequate care of the items in question.
Contract Drafting – Care must be given to the terms of a contract. There are legal
requirements for enforceability of contracts generally, and of particular
provisions such as limits of liability. Other contracts, such as releases
given upon termination, have specific requirements determined by statute
or regulation. Careless drafting can subject the parties to unexpected
liability and unpredictable consequences.
Contract Review – Contracts should be reviewed to be sure they are clear, complete,
meet legal requirements, and accurately reflect the intention of the parties
to the contract. Careless drafting can result in unenforceable contracts,
or unexpected liability.
Lease Agreements - Lease agreements involve the transfer of possession and use of property
for a limited period of time.
Mergers and Acquisitions – A combination of companies is called a merger. Acquisitions are
made by company looking to buy other companies for purposes of growth,
strategic acquisition of key assets, and other reasons. Special rules
may apply o mergers in terms of tax consequences, legal formality and
governmental filings. State and federal laws require notices in certain
cases to employees and other affected parties. Combinations that affect
competition may need to be approved by the Federal Trade Commission.
Recapitalization - Corporations may change their structure from time to time. Recapitalizations
generally involve restructuring a company’s debts and assets, or
Sale of a business – Sales of a business typically require a stock or asset sale agreement,
depending on whether the assets or the ownership shares are to be sold.
Each form has different tax treatment and is designed to accomplish a
different goal. Parties seeking to eliminate continuing liability will
often elect to use an asset purchase. When a party intends to acquire
the business with all debts, assets, and ongoing operations, a stock purchase
may be used. These are complicated transactions that demand experienced
counsel for advice and proper structuring.
Purchase of a Business – Purchase of a business is the mirror image of a sale. Purchases
can either be asset purchases, where the buyer takes only some or all
of the assets without any liabilities, or they can be stock purchases,
where the buyer will purchase the shares or member interests of the company
from its existing owners.
Employment Agreements – Typically companies will retain key individuals such as officers
with employment agreements that set out the length of engagement, duties,
and terms of compensation. Employment agreements typically include “restrictive
covenants” limiting the employee's ability to compete with the
company during and after his employment ends. Courts are typically hostile
to such provisions since they tend to limit competition and individual’s
ability to work. Structuring such provisions must be done carefully in
order for them to be enforceable.
Manufacturing Agreements – Individuals and companies desiring to have products produced may
enter into manufacturing companies that have the capabilities to produce
Service Agreements – These contracts set out the terms under which a buyer purchases
the services of the seller. Key terms include the scope of activities,
the term, the compensation, and liability and indemnification.
Technology Agreement &
Software Agreements – These agreements set forth the requirements for the software to
be coded, and the terms of compensation. They also clarify ownership of
the raw and compiled code, and the concepts embodied in the code. Closely
related are escrow agreements, whereby software owners or creators agree
to store a complete copy of the code, with documentation, to be release
on certain specific circumstances.
Click-wrap agreements – “Click-wrap” and “click-through” agreements
are typically used in connection with websites where a user is allowed
access to certain functions on conditions set by the service provider.
These agreements are common and usually require the user to take some
action (such as clicking a mouse) to show that they understand and agree
Web Hosting Agreement - These agreements set out terms and “service levels” (commitments
for certain service standards) to be met where one party agrees to host
and run another party’s website on its servers.
ASP Agreements – ASP agreements set out terms under which a third party may host
software or functionality for another party. These are sometimes referred
to as “cloud” services because they store and run at a site
remote to the user.
Intellectual Property Agreements – Parties dealing with art, music, programming, and other creative
assets enter into agreements establishing the terms of ownership, permitted
use, and compensation for use.
Confidentiality Agreements – Confidentiality agreements set our protection for the disclosure
of confidential information that, if it falls into the wrong hands, may
result in loss for the owner. Confidentiality agreements may contain limitations
on scope of coverage, about permitted use and disclosure, return of information
and length of time the obligations apply.
Telecommunications Agreements – Parties interested in purchasing and selling conventional telephone,
wireless, and internet services may enter into telecommunications agreements
establishing the services to be provided, the terms of compensation, length
of term, liability and other key issues. Telecom agreements may also contain
service levels for “up time” commitments and other issues.
Learn more about business formations and choice of entities.
Please contact us for specific business issues.