Business and Corporate
Johnstone Adams’ knowledgeable business attorneys efficiently conclude vital transactions to help your business succeed and thrive. Our transactional practice includes deal planning and strategy, contract negotiations, document preparation, due diligence research, loan workouts, ERISA and RICO matters. We also offer our clients counseling and assistance on taxation matters, provided by attorneys with advanced taxation degrees. When necessary, our skilled litigators effectively represent your interests in all manner of commercial litigation and contested business disputes, in arbitrations, mediations, and state and federal trial courts. We also represent shareholders in direct, derivative and class actions.
Johnstone Adams’ clients range in size from the largest international companies to “mom and pop” operations. Our clients include the largest and most expansive health care organization in South Alabama, a multinational chemical company, a large Mobile-based paint manufacturing company, chemical manufacturers, retailers, suppliers, equipment manufacturers, construction companies, and ship builders, as well as residential and commercial builders.
Snapshot of Strengths
Business transaction needs and disputes are inevitable. Resolution sooner rather than later is the key to stable corporate growth. Our business and corporate attorneys are adept at:
- Contract negotiations
- Document preparation
- Due diligence research
- Shareholders litigation
- Derivative litigation
- Class actions
- Business torts
- Contract disputes
Featured Client Stories
Keeping Healthcare in the Family
Our client was a health-care company that was owned by six siblings, three of whom were actively involved in management and depended on the business for their livelihood and the livelihood of their own families, not to mention the livelihood of several hundred employees. The other three siblings enjoyed receiving corporate dividends but operated their own businesses separate and apart from the family business.
After a couple of disappointing years financially, partially fueled by the great recession of 2007, a disagreement arose over whether to sell the company. Positions hardened, and suit was filed by those siblings desiring to sell asking the court to order that the company be sold. Johnstone Adams represented the company itself, along with other affiliated companies in seven spin-off lawsuits.
Johnstone Adams approach and solution: We were able to obtain several key court rulings in the company’s favor on issues of corporate law which defeated our adversaries’ efforts to see the company sold and to put the managing siblings and their employees out of their jobs.
Outcome: Our primary victory was a summary judgment in the company’s favor that led to the managing siblings acquiring total ownership of the company and insuring the continued viability of a good corporate citizen and hundreds of jobs. Due to our efforts and the dedication of our client and its management, our client is now flourishing and is able to continue the legacy of healthcare begun by their parents fifty years ago.
Persistence Pays Off
We represented a closely-held corporation whose only asset was a 12-story downtown office building and the rents it generated. The only local shareholder, a charitable trust, was the largest single shareholder but still did not own a controlling interest. Our client was presented with an offer to purchase from local investors, and the local shareholder wanted to accept it and sell the building.
At this point, however, all the officers and directors of the corporation were deceased, and the remaining shareholders were scattered all over the country, having inherited their shares as part of multi-million dollar estates. Because their fractional interests were so minimal compared to their overall wealth, these shareholders had little interest in the transaction or motivation to respond to our written attempts to contact them.
Challenges: The problem became obtaining the consent of a majority of the shareholders to sell. We were also faced with the problem of parking. The parking lot that most tenants used was not owned by the corporation but by the same charitable trust. The buyer required parking, and its lender also mandated that the buyer have control over the parking lot, or else the deal would collapse.
Johnstone Adams approach and solution: With deadlines approaching, through sheer persistence and good detective work, we located and personally contacted 90% of the heirs/shareholders and obtained their written consents to proceed with the transaction. We were also able to negotiate a long-term lease of the parking lot for the buyer as part of the deal. The sale closed on time, and our client’s shareholders enjoyed a nice return on a long-term investment.
Johnstone Adams provides solutions for your business transactional and litigation needs. You are assured of the highest level of service as our matters are always staffed by responsive senior attorneys. We respect your time and your bottom line by providing nimble, economical solutions for commercial legal matters. We understand how the economic climate has impacted the way you do business and are responsive to these concerns. Whether you need transactional help, are currently facing litigation or are simply apprehensive about the possibility of a dispute, our knowledgeable attorneys answer your questions and offer realistic solutions. Call on us to work with legal counsel who care about your issues and understand how to find the best path to resolution.