It’s a bad day. Your company has decided that it must file a lawsuit against a former employee turned competitor in order to recover the business losses you have been suffering since his defection. Or even worse, your company has just been served with a summons and complaint in which the plaintiff has claimed damages for its business losses. Either way, you have to get an attorney involved. However, it is becoming more and more likely that you will also have to retain an expert. And experts are not cheap. Clearly, you need to be prepared to expect the unexpected:… Read more

Suppose you are a director of a struggling company that owns and operates a small business that has experienced significant losses over the past three years and is struggling to keep up with its creditors. You and the other directors, as well as management, consider filing for protection under the bankruptcy laws but believe that if the company can somehow continue to operate for another 12 months, it will break even and its prospects will be rosier. You and the rest of the board approve certain actions, including incurring additional debt secured by the last unencumbered assets of the company,… Read more

Can one create something from nothing? Can an underdeveloped area “pull itself up by its bootstraps”? Perhaps, with tax increment financing (TIF), an increasingly popular method for funding economic development and redevelopment, also known as tax allocation bond financing. TIF is a local government financing technique that can be utilized to finance projects designed to stimulate private sector investments which otherwise may not have been feasible. TIF utilizes future incremental increases in the property tax revenues that will be created by development to finance improvements associated with the project. In the proper circumstances, the potential future increases in property tax… Read more

Imagine you are the client in advertising, mainly real estate advertising, who called me the other day. She said, “I have photographs of apartment complexes around town that I used in creating apartment rental advertising for a print publication I previously did work for. The images have a “© 2001 Print Publisher” notice on them. The print publisher is out of business, but I still have the photos. My current client is also in real estate advertising, but it does advertising on the Internet, not in a printed publication. Can I use the photographs, writing new copy of course, for… Read more

The plethora of stories in recent years about executive compensation excesses has prompted action on a number of fronts. Investors have weighed in with a flurry of shareholder initiatives during proxy season. Financial advisors such as Institutional Shareholder Services have made negative recommendations to their clients concerning many equity-based plan proposals. The New York Stock Exchange and NASDAQ instituted new corporate governance initiatives and requirements for shareholder approval of equity-based plans. Congress enacted the Sarbanes-Oxley Act of 2002 and has been considering numerous other pieces of proposed legislation affecting executive compensation. Not to be outdone, last year the Internal Revenue… Read more

Although many a disappointed litigant has threatened to appeal its case “all the way to the Supreme Court,” review of any case by the United States Supreme Court is hard to come by. This difficulty in obtaining Supreme Court review in turn serves to heighten the significance of any opinion rendered by the Court. What the Supreme Court Does Under Article III of the United States Constitution, the Supreme Court exercises the ultimate judicial power of the United States. Since its earliest days, the Court’s power of judicial review has made it an important arbiter for defining individual rights and… Read more

Companies with operations in multiple states should seriously consider having a periodic state income and franchise tax “checkup”–a review of the taxpayer’s operations, organizational structure, intercompany transactions and state income tax returns to determine if the company is operating in the most tax efficient manner. This article outlines the major steps that should be undertaken in such a state tax checkup to determine if there are opportunities to operate more tax efficiently. Nexus Study The first step in a state tax checkup is a nexus (meaning a tie or link to a state) study to determine if the company is… Read more

Bold New City of the South, City on the Move, Gateway to Florida, the First Coast, the River City–whatever the nickname, Jacksonville is the place to be. In the early days, the sharp bend where the wide expanse of the north-flowing St. Johns River abruptly changes its course easterly to the Atlantic Ocean was simply called “Cowford,” the narrowest part of the river that would allow cattle to cross on the way to market. Later, before the railroad pioneered its way further into sparsely settled central and south Florida, Jacksonville was the winter destination for thousands of vacationers from the… Read more

It began years ago with a big new office and an empty wall. I told my wife Tracy, “I will need to buy some prints.” “Why buy prints when you could have [friend and artist] Pat Magers paint something?” she said. But paint what? As a “bond counsel” financing building projects for cities, counties, schools, hospitals and authorities, I quickly settled on gracing my wall with one of Georgia’s beautiful and historic courthouses. But with one wall and 159 county courthouses, how would I choose? My first step was to grab a point-and-shoot camera and visit Coweta County’s renowned turn-of-the-century… Read more

Throughout the firm’s history, Smith, Gambrell & Russell lawyers have held leadership positions in national, state and local bar associations. I am a member of the Executive Committee of the State Bar of Georgia Real Property Law Section and was named the Section’s Legislative Chairman in May 2003. In this capacity, I recently led a successful effort to enact legislation in Georgia that should facilitate real estate closings for both commercial and residential sellers. The Georgia General Assembly is a part-time legislative body that meets for only 40 days each year and has a very limited legislative staff. Given this,… Read more