Overview

HunterMaclean’s business transactions attorneys handle a variety of corporate issues for clients throughout Georgia and the United States.

Attorneys in this practice area have extensive experience in general corporate representation; formation and organization of business entities; debt and equity capitalization of business entities; commercial transactions; mergers, acquisitions, and other business reorganizations; corporate, tax, and business planning matters for businesses; shareholder rights issues; and contract drafting and negotiation. HunterMaclean also represents its business clients in private securities offerings, SEC compliance matters, “blue sky” compliance matters, and private resales of restricted securities.

Experience

  • Representing the majority shareholders in the sale of all of the outstanding stock of a local manufacturing company for approximately $97 million. The purchase price was paid in cash, by the issuance of senior and junior subordinated notes, and by the issuance of restricted stock of the purchaser to certain of the selling shareholders.
  • Representing a large national manufacturing company in the sale of all of the outstanding stock of its parent company for approximately $350 million. Immediately following the consummation of the sale, HunterMaclean assisted the new owner in selling all of the assets of the large manufacturing company to a Chicago-based Delaware limited partnership for approximately $225 million.
  • Representing a local hospital in connection with the consolidation through a joint operating venture of another local hospital. This transaction involved the combination and consolidation of upwards of twenty nonprofit and for-profit entities through both stock and non-stock transactions. This transaction also involved the issuance of tax-exempt bonds.
  • Representing a national manufacturing company in the sale of its stock, which was traded on the New York Stock Exchange, to another publicly traded manufacturing company. This transaction occurred in two parts: first, the acquisition of 50.1% of the outstanding stock of our client and second, the merger of HunterMaclean’s client with and into the purchaser.
  • Representing the sole shareholder of a Savannah-based retail company with thirty-six stores located in Florida, Georgia, North Carolina, and South Carolina in connection with the sale of all of its outstanding stock for approximately $6 million.
  • Representing an Atlanta-based heating and air conditioning company in connection with its efforts to roll up approximately fifteen other heating and air conditioning companies nationwide immediately prior to a public offering of the shares of the consolidated entity. When negotiations with a number of the target entities were terminated, HunterMaclean represented the shareholders of the founder company in the sale to a publicly held corporation of all of its assets.
  • Representing a community bank in connection with the private offering of its securities to raise approximately $2 million of capital from investors in the states of Georgia, North Carolina, and South Carolina. HunterMaclean handled all corporate and securities issues in connection with these transactions, including compliance with exemptions from the federal and applicable state securities laws.
  • Representing the board of directors of a local manufacturing company in connection with the sale of all of the stock of the company by the sole shareholder, an employee stock ownership plan, for approximately $9 million.
  • Representing a Georgia limited liability company in connection with the acquisition of all of the stock of a local manufacturing company for approximately $3 million.
  • Representing a local company in connection with the private offering of its securities to raise approximately $1 million of capital from investors in the states of Florida, Georgia, Illinois, South Carolina, and Wisconsin. HunterMaclean handled all corporate and securities issues in connection with these transactions, including compliance with exemptions from the federal and applicable state securities laws.

Publications & Presentations

Publications

Signing on the dotted line: Three things to know before signing a contract

By Ada-Marie Aman, published on October 2, 2004, in Savannah Morning News.

You sign contracts everyday, whether it is a credit card receipt, an invoice for a new stereo or a lease on a new apartment.

Do you really know what you are signing?

Many of us don’t read the fine print. We assume that the party on the other side of the table is reputable and honest and would not insert unfair terms. However, terms of a contract do not have to be “unfair” to be unfavorable.

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Raising money for your business

By Thomas S. Cullen, published on September 18, 2004, in Savannah Morning News.

At some point, most businesses experience a need for additional cash – whether it’s for normal growth, working capital needs, financing a capital expenditure, funding the acquisition of new technology or the costs of the expansion of a business.

Although some businesses may satisfy this need through bank loans, other businesses need to raise capital by selling their stock or other securities.

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Choosing an Entity for Your Business

By Thomas S. Cullen, published on September 4, 2004, in Savannah Morning News.

One of the initial decisions facing someone starting a business is choosing the appropriate entity for the business.

Too many times, this decision is either not made at all, delayed until “the business is big enough” or made without any thought about the types of entities available or the advantages and disadvantages of each option.

There are four types of entities under Georgia law: sole proprietorship, partnership, corporation or limited liability company.

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Religious Land Use and Institutionalized Persons Act of 2000: The Land Use Provisions are Both Unconstitutional and Unnecessary.

By Ada-Marie W. Aman, published in William & Mary Bill of Rights Journal 10, no. 1 (December 2001).

Cited in Freedom Baptist Church v. Township of Middleton, 204 F. Supp. 2d 857 (E.D. Pa. 2002).

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Protecting Confidential Information and Business Relationships

By Thomas S. Cullen, published on April 2, 2000, in Savannah Morning News.

The labor force is becoming increasingly more mobile, and in today’s market, employees with access to confidential information and contact with customers often leave their jobs for other opportunities.

Given this environment, employers must find a way to protect confidential information and customer relationships and also retain valued employees. There are various pro-active steps that employers can take to limit unfair advantage to their competitors.

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Presentations

Fit Test Your Business

How fit is your business? This PowerPoint provides overview information on four important aspects of your business’s legal “fitness”: business structure, employment, agreements and contracts, and business succession.

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Pure Business Seminar: Buy-Sell Agreement

Presented by Daniel R. Crook at the Savannah Golf Club in Savannah, Georgia, on February 13, 2014.

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News

Attorney Rebecca F. Clarkson Joins HunterMaclean’s Corporate Group

Attorney Rebecca F. Clarkson recently joined HunterMaclean as an associate in the firm’s Corporate Practice Group. She has a legal background in financial services, creditor’s rights, and real estate.

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Georgia CEO: HunterMaclean Marks 135 Years in the Practice of Law

The year 2014 marks the 135th anniversary of HunterMaclean. Lucy Adams from Georgia CEO interviewed Managing Partner Frank Macgill regarding HunterMaclean’s history, areas of expertise, milestone anniversary, and future.

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Fulton Daily Report: Daniel Crook Named 2014 Rising Star

Daniel Crook has been named a 2014 Rising Star by the Fulton Daily Report, as part of their annual On The Rise recognition of Georgia’s finest young lawyers.  The publication recognized 40 attorneys from across the state, all under 40 years old.

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HunterMaclean Honored in 2014 Edition of U.S. News - Best Lawyers® “Best Law Firms”

HunterMaclean recently earned nine First Tier and four Second Tier rankings in the 2014 edition of  U.S. News – Best Lawyers® “Best Law Firms.”

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Frank S. Macgill and Thomas S. Cullen Honored as “Lawyers of the Year” by Best Lawyers in America® 2014

Two HunterMaclean partners have been recognized as Lawyers of the Year in Savannah metropolitan area.

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Attorney Gregory O. DeBacker Joins HunterMaclean’s Corporate and Tax Practice Group

Attorney Gregory O. DeBacker recently joined the Corporate and Tax Practice Group at HunterMaclean.

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Videos & Podcasts

Videos

Video: Pure Business Seminar on Buy-Sell Agreements

The Pure Business Seminar Series brings together a diverse group of professionals to present on high-level topics of import to local business owners. Corporate attorney Daniel Crook presents in this event dedicated to buy-sell agreements.

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Spotlight

Pure Business Seminar: Buy-Sell Agreements

The first Pure Business Advice Seminar of 2014, which took place February 13, explored the intricacies of buy-sell agreements. During this one-hour lunch-and-learn, Daniel Crook of HunterMaclean, Daniel Rowe of TJS Deemer Dana, Brad Whitfield of Coastal Consulting Management Group, and Tony Martin of Martin Financial Services presented valuable information on buy-sell agreements to local business owners.

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Flying High: Firm Protects Gulfstream's Dispute Resolution Policy

One of Savannah’s largest employers, Gulfstream Aerospace Corporation designs, develops, manufactures, markets, services and supports the world’s most technologically advanced business-jet aircraft. HunterMaclean attorneys have worked with Gulfstream since it first moved to Savannah in 1967 with the encouragement and support of the late Malcolm R. Maclean, then a HunterMaclean partner and former Savannah mayor.

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The Architecture of Business: Attorneys Guide Telfair Through Expansion

HunterMaclean helped lay the groundwork for the Telfair Museum of Art to build the new Jepson Center, a sleek, contemporary building on Telfair Square in downtown Savannah. The Jepson successfully bridges the city’s historic architecture with its vibrant future, serving as a centerpiece of Savannah’s cultural community.

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