At the Law Offices of David E Oles, LLC, 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!
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 to 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 capital structure.
- 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 the products.
- 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 released on certain specific circumstances.
- 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.