JT&K attorneys have acted as lead counsel or played a significant
role on behalf of their clients in the areas of Executive and Employee
Compensation, Corporate Finance; Corporate and Technology Transactions,
Mergers and Acquisitions and Corporate Governance.
Representative transactions include:
Key Executive Employment Plans – Advised
publicly and privately held companies on issues of executive compensation,
incentive stock options (qualified and non-qualified), poison
pill provisions, protection of confidential information and trade
secrets and enforceability of non-competition and non-solicitation
provisions against upper level executives.
Stock Option and Stock Appreciation Rights Plans
– Developed, drafted, implemented and revised Stock Option
and Stock Appreciation Rights plans for publicly and privately
held companies. Advice to clients included tax effects of various
options, Incentive Options vs. Non-qualified Options, implementation
of plan through resolutions and consent of the Board of Directors
and Shareholders, structure of vesting plan, relationship to other
benefits and compliance with state and federal securities law.
Employee (Non-Executive) Issues – Developed,
drafted and implemented employment and confidentiality agreements
for all levels of employees and contractors; rendered advice on
enforceability of non-compete and non-solicitation provisions,
exit strategies (including protection of company assets and release
of liabilities), IRS treatment of contractors, Exempt vs. Non-Exempt
employees and compliance with Department of Labor, ADA and FMLA
regulations; advised numerous companies on best practices for
managing exiting employees, including protection of tangible and
intangible assets, execution of releases and risk management.
OEM/Reseller/Outsourcing Agreements
• Represented software company in preparation and negotiation
of OEM and License Agreement with startup technology company founded
by departing founder of client.
• Represented mobile platform solution provider for Pocket
PC devices in transactions with SAP AG for OEM distribution through
SAP sales channels, transaction involved negotiation in Germany
at SAP’s headquarters with client’s CEO.
• Prepared OEM and services agreement with i2 Technologies
to include client’s billing application in i2 Technologies’
software solution.
• Prepared and negotiated reseller agreement with WebMethods
for client that provides messaging and content services.
• Represented wireless application provider in exclusive
license arrangement with application service provider for the
multi-dwelling market.
• Prepared ASP Reseller Agreement for a leading provider
of integrated, web-based sales and services automation for the
health and life insurance industries.
• Prepared and negotiated $16 million outsourcing agreement
for transaction processing company in the financial services industry.
Intellectual Property and Technology Assessment
• Represented risk management company in due diligence
review of intellectual property rights of winding down venture
backed licensor related to software asset for purposes of providing
client clearance for use of source code for maintenance purposes.
Conducted all due diligence review with CIO of insurance company
and prepared summary report for review of CIO and CEO of insurance
company.
• Prepared revisions to operations and intellectual property
sections of private placement memorandum (PPM); prepared PPM risk
factors related to operations and intellectual property issues.
Utility Agreements
• Represented Atlantic Station, LLC, master developer of
144 acre development in mid-town Atlanta, in preparation and negotiation
of Access Agreements and Utility Easement Agreements committing
BellSouth and Comcast to the placement of network infrastructure
at development.
• Prepared and negotiated right-of-entry agreements for
client who is a private cable operator.
• Prepared and negotiated agreement for formation of joint
venture with wholly-owned subsidiary of railroad that leases conduit
to telecommunications companies.
• Prepared and negotiated agreements for satellite transport,
set-top box programming and television programming services for
client who is a private cable operator.
Form Agreements
• Prepared dealer agreement and end user agreements for
sale of subscriptions for wireless location tracking services.
• Developed new forms for client in the EDI/messaging business
for the forest products and hardlines industry to enable electronic
contracting procedures.
• Developed suite of form agreements for provider of Trading
technology and services for the retail brokerage industry, which
included retail broker subscriber agreements, individual trader
subscriber agreements, and market data feed agreements.
License Agreements
• Negotiated license agreement for Ariba Buyer and Sourcing
products on behalf of client’s members.
• Prepared agreements for document translation services
to automate purchase order exchange among client’s members.
• Review, edit, and negotiate software license agreement
with Charles Schwab & Co., Inc. on behalf of a leading provider
of integrated software solutions for the retirement plan industry.
Export Compliance
• Represented software and service companies in export
compliance review and verification of export control classification
number verification (ECCN).
• Asset Purchase of Software Asset (represented
seller) – Prepared and negotiated Asset Purchase
Agreement for Sale of software asset for e-invoicing solution
for mortgage industry and negotiation of software development
agreement for continued developed of transferred asset.
• Asset Purchase of Software and Patent Assets
(represented buyer) - Prepared asset purchase agreement
and transaction documents and performed due diligence review for
purposes of client acquiring software assets and patent portfolio
from a winding down venture backed company; assisted client with
post acquisition integration of part of seller’s customer
base into client’s customer base.
• Stock Purchase Transaction (represented buyer)
– Formed LLC for client to acquire outstanding stock of
mentoring/training company.
• Negotiation of Credit Facility –
Negotiation of credit facility guaranteed by client’s existing
investors. Prepared disclosure document to existing investors
offering them the opportunity to participate in guaranty of client’s
loan in exchange for a warrant to purchase common stock and right
to receive additional shares of preferred stock if the investor’s
guaranty to the bank is called.
• Negotiation of Bridge Financing from Existing
Investors – Prepared all documents relating to
extension of existing bridge financing for additional funding
to client.
• Merger; Cross Border Transaction –
Prepared documents relating to merger of a venture backed Puerto
Rico software company into a Delaware corporation shell for tax
and strategic reasons; coordinated all necessary consents.
• Asset Acquisition of Several Privately Held Oil
& Gas Companies – Represented a public oil
and gas company over a period of three years, during which time
it acquired multiple properties and privately held oil and gas
companies. Transactions involved asset purchases, debt financing
and issuance of publicly tradable securities.
• Merger of private Software Company into Publicly
Held Company – Represented privately held venture
backed software company in its merger with and into a publicly
held disease management company. Transaction involved transfer
of intellectual property rights and extensive protection of human
capital.
• Merger of privately held audio-visual consulting
companies – Represented a privately held audio
visual consulting company which was acquired by a larger company
looking to have an instant presence in the Atlanta market. Transaction
involved buy-out and forced removal of minority shareholders.
• Merger of Leading Atlanta Heating and Air Company
into Public Company – Represented Atlanta area
Heating and Air Company in its merger with and into a publicly
held national Company. Transaction involved cash, debt, equities
and employment covenants for principal owners, plus transfer of
extensive real-estate and personal property.
• Management Buyout of Leading Event Management
Company – Represented management and minority shareholders
in buyout of majority shareholders.
• Asset Purchase of Technology Consulting Company
– Represented high net worth individual in the acquisition
and reorganization of a large but technically insolvent technology
sales and consulting firm.
• Spin-Off and Sale of Division to Publicly Held
Marketing Company – Represented publicly held non-reporting
manufacturing company in the spin-off and sale of one its pager
manufacturing and marketing division to a publicly held competitor.
• Bridge Financing - Prepared all documents
relating to extension of existing bridge financing for additional
funding to client.
• Corporate Formation – Advised start-up
and existing privately held companies on choice of corporate form
and ownership structure for parent and subsidiaries; prepared
all necessary documents, including formation documents, director
and shareholder resolutions and subscription documents.
• Corporate Governance – Advised
privately and publicly held companies on matters of corporate
governance, including conflicts of interest amongst directors
and shareholders, structure and type of committees of the board,
communication with shareholders, annual meetings of shareholders,
proxy statements and resolution of deadlock.
• Shareholder Agreements and Voting Trusts
– Prepared shareholder agreements for numerous private companies
to address control and dissolution issues, including buy-sell,
death and disability, withdrawal and deadlock of shareholders.
• Shareholder Relations – Participated
in mediation and negotiation of resolution to ownership dispute
between largest shareholders of privately-held corporation.
Joyce, Thrasher & Kaiser, LLC represents real estate developers,
lenders, investors and others in a wide variety of real estate
transactions. The firm regularly handles land acquisitions for
the development of multi-family housing, office buildings, shopping
centers, industrial warehouses, and master-planned residential
communities. We have closed numerous §1031 exchange transactions
on behalf of real estate investors. The firm also represents banks
and other institutional lenders in real estate finance transactions,
as well as landlords and tenants in negotiating office, retail
and industrial property leases.
We understand that the last thing a developer or real estate
investor needs is a problem arising at an inopportune time. We
manage our real estate practice with a “big picture”
view, and we always strive to proactively identify and resolve
issues that could delay or impede a project. Adding us to your
development and portfolio management team will provide a cost-effective
asset that extends beyond technical legal expertise. Recent real
estate transactions handled by the firm’s attorneys include
the following:
- Representation of regional commercial developer in the acquisition
of raw land and the construction and financing of three medical
office buildings
- Acquisition of a site for a recreational vehicles dealership
- Representation of a REIT in the sale of shopping center
outparcels throughout the Southeast
- Sale of a prime Buckhead parcel for construction of a
residential tower
- Representation of a large container manufacturer in the
lease of 65,000 square feet of warehouse space
- Acquisition of parcel in the City of Atlanta for the development
of 150-unit apartment project
- Acquisition of multiple parcels across metropolitan Atlanta
for expansion by major franchisee of national restaurant chain
