Among our highest priorities is undertaking pro bono projects in all areas of the law. We are committed to giving our pro bono clients exceptional legal representation, and we make no distinction between pro bono and other client matters. We actively participate in initiatives within our community that promote health, justice, education, and the arts.
We serve as general outside counsel to numerous for-profit and non-profit companies. In this role, we strive to be creative and efficient participants in the success of our clients from initial organization to advising on day-to-day operations in diverse matters including HR, contracting, dispute resolution and litigation, acquisitions, dispositions, and strategic planning.
We also represent our clients in federal and Tennessee tax matters. We help our clients defer federal income tax on real estate sales with like-kind real estate exchanges. We provide tax advice on mergers and acquisitions, real estate transactions, individual tax matters, personal and business tax audits, and the formation and operation of business entities, including highly complex tax issues involving partnerships and limited liability companies.
We proudly represent many of the area’s largest and most innovative real estate developers in projects across the nation. We have expertise in a diverse range of uses including mixed-use, commercial, entertainment, and single-family and multi-family residential.
We routinely represent buyers and sellers in real estate portfolio transfers, as well commercial landlords and tenants in negotiating leases for retail, office, service businesses, and restaurants. We also represent and advise residential developers as to their developer’s rights, ability to amend covenants and restrictions, and orderly handover of HOA control. Following such handover, we advise HOAs in enforcement of restrictions and architectural controls, and collection of delinquent dues.
We specialize in the purchase and sale of private companies and company divisions across all industries. We routinely counsel boards and executives in their negotiations with investment banks and strategic and private equity investors/buyers.
We also work with business owners to develop exit strategies for their business by addressing taxes, business management and governance, and issues related to the retirement, death, divorce or withdrawal of the business owners. Such planning often involves creating a buy/sell agreement, revising the business’s governance structure, offering equity compensation to key employees, and identifying ways to fund a buy-out including life insurance, redemption agreements, or loans.
We represent physician practice groups and individual physicians as business counsel, advising on employment contract negotiation, HIPAA and Stark compliance, corporate documents, formation, and succession planning.
We routinely represent commercial and venture lenders and borrowers in loan transactions of all kinds. We specialize in all aspects of asset-backed, real estate-backed, bond finance, and non-recourse loans. We also counsel lenders and borrowers in troubled loan workouts, debt recovery, loan and note sales, and refinancings.
We also have extensive experience representing issuers raising capital through the private sale of equity and debt instruments and resellers of restricted ownership interests. We have counseled numerous buyers and sellers in the purchase and sale of preferred equities and down rounds.
We design estate plans to help our clients manage and protect their assets during life, and to pass their assets to their chosen beneficiaries after death, with as few taxes, costs, and complications as possible. We draft customized estate planning documents, such as Wills, powers of attorney for financial and medical decisions, and all types of lifetime and testamentary trusts to address the unique personal, business, and family concerns of our clients.
We also help our clients limit liability exposure with comprehensive asset protection plans. An asset protection plan may include the use of limited liability entities, prenuptial agreements, and asset protection trusts, such as a Tennessee Investment Services Trust.
We represent entertainers, athletes, and entrepreneurs in the development and distribution of their personal brands, content, and intellectual property assets. We regularly represent clients in connection with licensing, endorsement, speaking, personal appearance, exhibition, merchandising, and other opportunities on television, radio, internet, and other digital and live mediums.
We have represented companies and business people in matters big and small and in various jurisdictions. These representations have involved cases in state and federal court in the Knoxville area but also other areas and jurisdictions where required to protect our clients. This representation includes cases pending across the country in Washington, California and Nevada, and cases pending closer to home in Nashville. This broad geographic range gives us the ability and experience to effectively represent our clients in new venues but also to be familiar with local Judges and Chancellors.
Arbitration clauses have become prevalent in many types of modern contracts. But arbitration requires the same aggressive representation as court litigation in that significant damages may be at stake. We have secured multi-million dollar awards through arbitration. Further, the enforcement of arbitration clauses may add complexity to the dispute. We have represented clients in fighting about arbitrability of disputes to enforce or avoid arbitration and have participated in arbitrations conducted by AAA and JAMS.
Civil claims under the Racketeer Influenced and Corrupt Organizations Act are complex and dangerous – the Act permits recovery of treble damages. Because of the liberal application of the Act, it is essential to have counsel with an understanding of the way courts have applied civil RICO. We have successfully represented clients in defending against civil RICO cases and have asserted them on behalf of our clients.
Commercial Litigation and Business Torts
This broad category encompasses much of our practice: representing those in business. Many of these subcategories are described separately on this page. This representation often involves breach of contract suits of a wide variety and a string of business torts that can accompany such breach claims.
Although negotiating a fair lease before execution is critical to protecting both the landlord and tenant, disputes often arise during the lease term. From as simple as failure to pay rent to more complex issues such as violating restrictions prohibiting new construction from obstructing visibility from a busy traffic corridor and constructive evictions, we have experience in litigating these disputes at a high level.
Construction and Mechanic’s/Materialmen’s Liens
Construction disputes can be fact intensive and complicated. For subcontractors, the law provides for a strong remedy for non-payment – a lien on the property. But filing these liens requires compliance with strict deadlines or the right to assert a lien can be lost. We have the experience to file such liens or to fight them. We have also handled claims for defective construction, breach of contract, breach of warranty, personal liability claims based upon construction, and more.
Director & Officer Liability, Fiduciary, & Entity Management Disputes
We have advised and litigated disputes involving termination of executives, minority interest holders, and founders of businesses. These disputes require careful consideration and planning to avoid protracted litigation.
Many disputes can arise in the workplace that result in litigation. These disputes tend to focus on differing versions of facts. In today’s modern world, the prevalence of technology helps corroborate or rebut the versions of facts through e-mails, phone messages, and text messages.
In some cases, clients require immediate relief to avoid irreparable harm. But this extraordinary relief is not routinely granted and requires strategic planning and work. The return can be tremendous as, many times, achieving interim injunctive relief will result in quick resolution of a case.
Personal Liability and Piercing the Corporate Veil
For small businesses, the owners typically use limited liability entities to protect their personal assets. Some litigation seeks to impose personal liability on the owners despite the corporate form, which can have a devastating effect on the owners’ assets. We can fight efforts to impose personal liability.
Real Estate Litigation
Real estate disputes require a clear understanding of real estate law as these disputes are often resolved based upon law or contract. Through a range of cases, our team has experience in real estate law that has developed a clear understanding of this law.
Unfair Competition, Trade Secrets, and Restrictive Covenants
When a business succeeds as a result of its secrets, ideas, and business processes, it is critical to protect them from use by departing employees. Conversely, many businesses seek to quash valid competition through lawsuits meant to entrench the company’s market share. These battles can be “bet the company” litigation. We have experience both in prosecuting and defending these suits.
We handle appellate work, either arising from cases we try or being hired independently to appeal. We have appealed cases all the way to and prevailed at the United States Supreme Court and the Tennessee Supreme Court. All good appellate advocacy arises from a clear understanding of the law and facts at the trial court level. Our team takes pride in the clarity of our brief writing and oral presentation on appeal. Ultimately, this careful work maximizes the chance of success on appeal.