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Alternative Dispute Resolution (“ADR”)
Although our seasoned trial attorneys are fully prepared to try cases in the courtroom, we recognize that it is often in our clients’ interests to explore non-judicial alternatives to settlement. Given the potential risks and inherent uncertainty of jury trials, mediation and/or arbitration are frequently used to obtain favorable results for our clients. Our attorneys are familiar with the ADR process and routinely represent our clients in litigating and settling disputes through creative and alternative means. We have also been successful in defending a number of court challenges in which the opposite party has sought to avoid an arbitration provision or agreement and have obtained orders compelling claims to arbitration, including in one of the leading opinions issued by the Georgia Court of Appeals.
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Appellate Practice
The Cushing, Morris, Armbruster & Montgomery litigation team also handles cases at the appellate level. Whether called in by trial counsel to aid in an appeal or in defending judgments obtained in trial court, our attorneys have overseen appeals at every judicial level, including at the United States Supreme Court and the Supreme Court of Georgia.
Sample Appellate Cases:- We recently were successful in upholding a technology client’s interpretation of its salespersons commission agreement in the Georgia Supreme Court.
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Business / Corporate Law
Since its inception, our firm has advised clients on a wide variety of business and corporate matters. Our business/corporate lawyers have handled corporate matters for large corporations as well as small start-up businesses, utilizing their extensive training and experience, including in-house experience. Among other matters, we have handled numerous equity and asset acquisitions, mergers, corporate compliance and governance matters, anti-trust matters, security matters, including private placements, and licensing and trademark matters. The following are some of the services that our business/corporate attorneys provide:Corporate/Entity Creation and Governance - Work with clients to determine the appropriate form of legal entity for the client’s business, whether that is a corporation, a partnership, a limited liability company or some other form of entity;
- Negotiate and prepare the documents that will govern the operation of the business and the relationship among the various constituents of the business, such as the owners, directors, management, and employees;
- Advise boards of directors and managers about their fiduciary duties and other corporate governance matters, including matters related to M&A transactions;
- Counsel clients regarding start-up, bridge and other funding options;
- Assist clients with drafting and maintaining their corporate minutes and other corporate/entity governance documents.
Mergers and Acquisitions
Our attorneys have extensive experience guiding clients and their companies through the steps of corporate mergers and acquisitions including: - Preparing for and conducting due diligence;
- Preparing nondisclosure and confidentiality agreements;
- Drafting letters of intent;
- Negotiating and preparing acquisition/sale agreements (i.e., asset purchase agreements, stock purchase agreements, etc.);
- Preparing financing and loan documents;
- Preparing all ancillary documents (for example, escrow agreements, earn-out agreements, registration rights agreements, supply agreement, shareholder agreements, and stock option agreements); and
- Preparing private placement memoranda.
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Commercial Litigation
Our commercial practice focuses on contract disputes, business torts, unfair business practices and other commercial litigation. We regularly handle and resolve business disputes, whether as plaintiff’s counsel or defendant’s counsel, in an efficient and effective manner. Our clients do business in a variety of fields, from real estate and property development and acquisition, to environmental services, to retail goods, to financial services. Thus, our litigators have the experience to handle virtually any case, regardless of the underlying business.
Not only do we defend our client’s interests when they are threatened or sued, but we also understand that companies must often go on the “offensive” to protect their rights. We are not simply a defense firm. Rather, our litigation team has a strong commercial plaintiff’s practice, in which we aggressively pursue suits and claims when it is to our client’s advantage.
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Commercial Real Estate
Our firm maintains a thriving and diverse commercial real estate practice. At Cushing, Morris, Armbruster & Montgomery, LLP, our real estate attorneys provide clients with a full range of legal services in all aspects of the acquisition, sale, development, financing, construction, and leasing of real property, both nationally and internationally, in conjunction with top-notch local counsel where need be. We have created a team experienced in the various intricacies found in every type of commercial real estate transaction. We represent major national and regional developers in a wide range of commercial real estate projects. Our attorneys regularly assist clients with:- Entity creation for acquisition, development & sales;
- Operating and partnership agreements;
- Assemblages and land acquisition contracts and closings;
- Financing for acquisition, construction and development;
- Leasing and Lease Negotiations;
- Zoning and Land Use;
- Property Development; and
- All aspects of large-scale mixed-use retail, hotel, office, industrial and community developments.
Since 2000, our real estate group has closed approximately $2.5 billion in real property acquisitions and sales and even greater amounts of acquisition and development loans. This wealth of experience has enabled our firm to establish ourselves as an accomplished and proactive commercial real estate practice.
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Complex Litigation
Our litigation attorneys handle virtually every kind of business litigation matter and have represented clients in federal, state and local courts and before various regulatory bodies. The litigation team routinely handles complex, large-scale litigation matters, including class actions and multi-state litigation. The firm has extensive litigation resources and has worked with the best experts across the country when consultation and expert testimony is required. The firm's litigation team is made up of seasoned trial lawyers who aggressively pursue clients' interests and provide first rate legal services while managing litigation costs to achieve results that make sound business sense.
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Consulting Services
In addition to helping our clients resolve disputes, we offer a wide range of consulting services intended to help clients avoid litigation in the first place. Particularly in the employment field, our attorneys help our clients analyze and increase the effectiveness of their employment policies and procedures and minimize the risks of legal challenges to their decisions. Some of the services we provide include:- Negotiating and drafting employment agreements (and, when necessary, severance and termination agreements) on behalf of companies and/or executives; (Our attorneys have represented the top executives from several Fortune 500 companies.)
- Reviewing and revising employee handbooks and recommending human resources policies and procedures;
- Investigating claims of discrimination and harassment and providing advice on how to resolve such claims;
- Helping clients understand the advantages and disadvantages of ADR and drafting arbitration agreements; and
- Analyzing other business practices and recommending preventative solutions to avoid costly litigation.
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Employee Benefits/ERISA
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Employment Litigation
In addition to commercial business disputes, we also provide a cadre of employment law and human resources related services. These include the following: - Defense of employment discrimination charges before the EEOC and in court (including claims based on race, sex, religion, national origin, age, disability, veterans’ rights, harassment, and retaliation);
- The prosecution of claims for employee theft or misappropriation of trade secrets or confidential information;
- Claims of tortious interference with contractual or business relationships (either as plaintiff’s or defendant’s counsel);
- Restrictive covenants disputes, including obtaining injunctions and restraining orders against ex-employees or avoiding the same in claims brought against our clients;
- Review and drafting of employment-related policies and contracts, including employment agreements, employee handbooks, and human resources policies and procedures; and
- We are also available to our clients to provide consultation on other workplace issues.
Sample Employment Cases- We successfully obtained full relief for an executive whose former employer had violated his employment agreement.
- We have obtained the dismissal of numerous EEOC charges and lawsuits.
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Equipment Leasing
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Estate Planning
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Finance
Our firm has extensive experience and expertise in all areas of corporate, real estate and other financing activities. We provide clients with a full range of legal services covering the complete spectrum of financing and investment transactions, including services for a wide variety of issuers, borrowers, lenders and investors, both regionally and nationally.
Our attorneys regularly assist clients in negotiating, drafting and
closing the following types of transactions:
- Private Equity Investment
- Venture Capital Investment
- Corporate and Other Entity Reorganization/Recapitalization
- Joint Venture and Other Alternative Structures
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Intellectual Property and Technology Law
The firm’s intellectual property and technology law practice includes counseling both established and new businesses on trademarks, filing and prosecuting trademark applications, copyright matters, technology law, software licensing and development, and negotiation and preparation of the associated transaction documents.
The firm has solid experience in trademark law, including prosecution of applications covering goods and services ranging from software and systems for scientific and technological uses, to the food service and hospitality industries. Our licensing practice is similarly broad, covering negotiation and preparation of licenses and development and other agreements for technology, software, and other intellectual property and franchise transactions. We also advise in general matters of copyright, technology law, and domain name disputes, and the structuring of ownership of intellectual property assets.
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Secured Lending
The firm represents a wide variety of clients engaged in commercial secured lending transactions (both borrowers and lenders). The primary focus of this practice is real estate secured lending, but also includes transactions with a wide variety of collateral (personal property, inventory, loan pledges, intangible interests, cash flow streams, etc.). Our strength in the secured lending area is not only efficiently managing conventional transactions, but also in devising, structuring and implementing “custom” and “alternative” solutions. We represent a wide variety of borrowers and lenders in the secured lending arena, including the following types of commercial transactions:
- Permanent Loans
- Construction Loans
- Working Capital Line of Credit and Similar Credit Facilities
- Participating Loans
- Hard Money Loans
- Structured Lending and Acquisition of Distressed Loans
- Loan Workouts
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Securities
We counsel clients regarding a wide variety of securities matters in the privately held business context, including:- Private placements/Regulation D offerings;
- Medium-term note programs;
- Employee benefit plan securities offerings;
- NASD issues;
- Tender offers;
- Exchange offers;
- Codes of Business Conduct and Ethics and related compliance programs;
- Proxy contests and shareholder proposals;
- Share repurchase programs; and
- State securities matters.
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Taxation
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