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.
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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:
Due diligence research
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.
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.
Best Lawyers - Best Law Firms Award 2019
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.
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.
Practice Group Attorneys
- Assisted a large manufacturer in the sale of its plant assets in the southeast in transactions valued at approximately $50 million.
- Defended a Mobile-area chemical plant in connection with construction-related disputes arising out of plant expansion.
Helped a Mobile-area manufacturer successfully recover damages for breach of warranty in connection with substantial plant equipment.
- Represented a leading maritime construction employer in anti-trust and breach of contract claims in connection with insurance coverage.
- Defended a major regional bank in a class action involving alleged wrongful deposit practices.
- Represented major insurance companies in defense of claims for alleged wrongful sales practices.
- Assisted a Japanese financial institution in defense of claims related to the purchase of mortgage-backed securities.
- Represented major corporations in all types of personal injury and wrongful death cases ranging from slip and fall cases to dram shop death cases.
- Represented landowners in prosecuting environmental claims against an oil company for contamination, resulting in a jury verdict in excess of $8 million.
- Assisted an integrated health care network in the acquisition and/or sale of several rural hospitals located in southwest Alabama.
- Represented a leading integrated health care network in all phases of corporate and tax practice, including acquisitions, board resolutions and minutes, traditional and bond financing in excess of $150 million, federal and state tax planning and negotiation, health care and construction contracts, and numerous other matters.
- Represented major national manufacturer in purchase of out-of-state manufacturing facilities.
- Negotiated a $12.5 million plus stock sale by a construction company as part of a proposed IPO roll up.
- Represented purchasers in negotiating the acquisition and financing of a telemarketing company.
- Assisted the seller of a regional shopping mall sold in excess of $28 million.
- Represented closely held corporate shareholders in freeze-out litigation and a subsequent $3 million corporate division .
- Service as lead counsel in the formation of an out-of-state multimillion dollar joint venture for capital goods modification.
- Represented the purchaser of a local television station.
- Assisted major chemical manufacturer in a $4 million contract termination claim in Oregon/Delaware/New York.
Assisted a leading oil company in tax litigation with the Alabama Department of Revenue.
- Represented a title insurance agency in $1.2 million litigation arising out of insured’s failure to obtain partial releases of underlying mortgages for the purchasers of 183 time share units.
- Assisted the seller in the stock sale of a national respiratory supplies company.
What Our Clients are Saying
“Johnstone Adams was a great help when it came to drawing up our family’s will and advanced directives prior to the birth of our first son. These are certainly things that no one wants to think about, but the process was easy. They were professional and knowledgeable, answering all of our questions along the way with compassion and sensitivity. Johnstone Adams responded quickly to any questions and was easy to get in touch with! We would highly recommend them for any legal work!!”
“My wife and I approached Johnstone Adams to help us make a better informed decision regarding her immigration. They have been a truly invaluable asset. They brought their knowledge, experience, confidence, and calm demeanor to the process, which put our minds at ease. The worry and anxiety that we were facing melted away, and we have been, literally, hand-held during this daunting process. We can’t thank or recommend Johnstone Adams enough and look forward to continuing to use their services in the future.”
“I am currently using this law firm and they are informative, keeping me up to date with my case, and they return your calls/emails immediately. I am very satisfied.”