Closely-held and Family Businesses

Representative Experience

  • Represented the owner of a family business in estate planning and the ongoing governance among his daughters after death. The client desired to provide for his wife and daughters, but also to provide for the continuation of the family business and family harmony. 
  • Won a Georgia Court of Appeals reversal of a jury verdict on behalf of a brother opposed by his five siblings and father contesting their ownership of a 250-acre family farm. The court clarified the law on fraud and constructive trusts in Georgia and held that the trial court should have granted the brother's directed verdict motion.
  • Representing a wealthy family in the purchase of several neighborhood shopping centers. In addition to addressing the due diligence and financing for the acquisition of each center, we have represented the owners in connection with condemnations, tenant issues, new leases and extensions, and operating issues. We have also represented these owners in negotiating co-tenancy agreements and joint venture agreements.
  • Obtained a jury verdict in the United States District Court for the Southern District of Ohio for $7.6 million on charges of securities fraud by a controlling person, against the CEO and CFO of a publicly traded industrial cleaning company located in Canton, Ohio growing out of the defendants’ sales of personal stock in the company.  Judgment affirmed on appeal by the 6th Circuit Court of Appeals.
  • Successfully defended Rollins Cotton Company in a $23 million voidable preference action brought by the trustee of a debtor’s estate in a bankruptcy of a cotton merchant in Memphis, Tenn. Affirmed in the United States District Court for the Western District of Tennessee and the 6th Circuit Court of Appeals, making new law under the UCC establishing that knowledge of a bailee of a security interest is sufficient to meet the requirements of perfection and attachment, rendering the payment of $23 million to the client within 90 days of filing bankruptcy was not a preference as creditor was secured.
  • Advised a client in the restructuring the debt of more than $150 million on three hotels and worked with the family to bring in appropriate hotel operators for each property.  After refinancing and stabilizing their operations (including negotiating new management contracts) he negotiated the sale of the hotels, including one to a Japanese Investment Company. He represented another family in an $800 million leverage buyout of the public company they founded and controlled.
  • Provided advice and settlement negotiations involving an Estate, two sons, two granddaughters of a deceased third son and three real estate ventures in existence for more than 50 years with inadequate governance documents.
  • Represented large industrial manufacturing company in sale of holding company owned by a family and an ESOP; spin-off of all assets except one operating subsidiary.  Required sophisticated tax, environmental and retirement plan advice and documentation.