Friedman, Dever & Merlin, LLC
5555 Glenridge Connector, NE
Suite 925
Atlanta GA 30342-4728
directions
404.236.8600 [v] 404.236.8601 [f]
info@FDMLaw.com

Corporate
Legal Services

Business Planning: Corporations, LLCs, LLPs

FDM counsels its business clients from start-up to public offering or other change of ownership. FDM partners have formed hundreds of corporations, limited liability companies and limited partnerships, providing their clients guidance in the advantages and disadvantages of all of the various options available to business owners and syndicators.

General Business Law

Our partners provide strategic assistance to individuals, entrepreneurs, start-ups and other entities concerning organizational structure, business operations, buy/sell, financing transactions and contractual issues. We also assist in forming partnerships, joint ventures, and national and international distribution arrangements. We serve as outside general counsel to more than a hundred small to medium sized businesses and handle their day-to-day legal needs. Our corporate practice includes preparing Buy/Sell, Shareholder, Operating, Loan, Employment, Non-Compete, and Trade Secret/Non-Disclosure agreements.

Real Estate Law and Transactions

FDM has a many years of experience representing a variety of owners, developers, and lenders, including acting as southeast regional counsel for a major national real estate company. The firm is experienced in acquisitions, divestitures, development, finance, and investment activities for multi-family housing, retail, commercial, and industrial property in Atlanta and throughout the Southeast. The firm regularly negotiates leases for landlords and tenants and enjoys an active commercial real estate and zoning litigation practice when disputes cannot be resolved through negotiation.

Mergers, Acquisitions & Restructurings

FDM has more than 50 years experience in transactional work that includes representing buyers and sellers in business acquisitions, structuring of transactions, negotiating and drafting letters of intent, asset purchase agreements, stock purchase agreements and all other necessary transactional documents.

Example: FDM closed the sale of a client company's assets for $81 million in 30 days.

Probate, Trusts and Estates

The only sure things in life are death and taxes. We assist many clients in optimizing their affairs in light of the certaintly of these events and the uncertainty around timing, external events, and other considerations.

Start-ups and Emerging Companies

FDM has represented many start-ups from inception through sale or other change of ownership. This includes structuring the entity and all subsequent capital raises. FDM provides experienced guidance through the maze of difficult issues, ranging from stock option plans to negotiations with venture capital funds.

Asset Protection

FDM has represented many business owners with the implementation of family limited partnerships and trusts (domestic and foreign) to provide lifetime protection for their estates. These assignments include both conventional domestic and international estate planning.

Venture Capital/Private Equity

FDM has represented venture capital and private equity clients from inception, including structuring the transaction, preparing the private placement memorandum and ensuring compliance with Regulation D of the 1933 Securities Act. FDM continues to represent these funds as they make acquisitions of portfolio companies.

Example: FDM represented a venture capital firm in its initial equity raise of $71 million and continues to represent the firm as it makes investments in portfolio companies.

Tax Controversies

Taxation can become painfully complex; FDM can help untangle problems that can arise in complex tax situations.

Business Succession

FDM advises business owners on succession planning and assists them in the crucial decisions in transferring management responsibilities. FDM helps its clients create organized and actionable plans.

Business Disputes

FDM represents shareholders, members and partners in disputes with companies or other partners, with the goal of resolving the disputes prior to litigation or dissolution.

Example: In 2005 FDM won a temporary restraining order against a major movie studio and an $8.7 million settlement on behalf of a partnership client.