U.S. News & World Report and Best Lawyers® included the firm on their 2020 “Best Firms” list for the Metro Nashville area, including a Top Tier designation for Appellate Practice, Commercial Litigation, Corporate Law, Employment- Individuals, Employment – Management, Insurance Law, Litigation-Labor & Employment, Non-Profit/Charities Law, and Personal Injury Litigation- Plaintiffs.
We work to prevent problems, and we help solve the problems that can’t be prevented.
We help lots of different business owners, but we never lose sight of the fact that each business has unique needs. We help clients structure their business models and provide assistance in transactional matters in the way that makes sense for both their current status and long-term goals. We are pleased to serve clients across the entire state of Tennessee, and we frequently serve as general counsel for businesses who have locations across the United States as well as international locations.
We can assist with:
- Business Formation | Start Up
- Mergers & Acquisitions
- Asset Sales
- Tax Planning
- Corporate Governance
- Succession Planning
- Contracts and Non-Competes
- General Counsel—Corporate, Municipal, Non-Profit
- Real Estate
- Planning & Development
- Regulatory & Compliance
- Entertainment Law
- Creditor Bankruptcy
- Internet Law
Additionally, our Employment Law practice helps business navigate the intersection of state and federal employment laws—whether it is making sure required policies are in place, advising with respect to severance and termination agreements, or handling workplace investigations or EEOC claims.
Business Services Questions
We’re happy to share some basic information with you here. If you want legal advice, please schedule a consultation.
From a legal perspective, you need to decide if you are going to form a business entity (such a partnership, an LLC, or a corporation) or operate as a sole proprietorship. Determining what entity is best for you requires thinking through your personal financial situation in conjunction with the type of the business you want to run. After that decision is made and your organizing documents are drawn up and filed with the state if necessary, you have several organizational matters to attend to. You will most likely need to obtain a tax id number and open a bank account. You also have to make sure you meet any required licensing at the state or local level. You’ll need to register with the appropriate state taxing entities. This will require determining if you have to pay sales tax, franchise & excise tax, state or local business taxes, etc. In Tennessee, the requirements can vary greatly from business type to business type and from county to county, and consulting with a lawyer is always a good first step.
In addition to the basic legal considerations of starting a business, you will need to determine if local zoning laws allow for you to operate your business out of your home or if you need to petition for a variance. You will need to determine how insurance coverage will work. (Homeowner’s policies generally won’t cover you if someone injures themselves because they were visiting your home-based business.) You’ll also want to consider potential tax implications.
Choosing the structure of your business is a complex issue. Particularly with the passage of the recent tax reform laws, the impact of choosing an entity type can have a major impact on your business. You will want to think about who will be funding your business and how. Will you be acquiring assets (like real estate) or be service-based? Will you have employees? What are the relevant federal and state laws? (For example, Tennessee LLCs can be structured a bit differently than those in other states. Also, Tennessee’s business tax has expanded quite a bit in recent years, so you will want to know how it applies to you.) A consultation with a lawyer who is familiar with how business operates in Tennessee is a good idea to help get you on the right track.
Since almost all businesses now have a web presence of some sort, it is important to know whether state, national, and international laws about Internet use and privacy restricts affect you, and we recommend you consult a lawyer.
If you are in a tech business (or just have a tech component of your business), you probably have heard of Software as a Service Agreements or End User Licensing Agreements. What kind of legal agreement you need with your customers depends on a variety of factors, and our lawyers are happy to discuss your options with you.
One reason that people create business entities is so that, if the business fails, their personal assets are not at risk. In Tennessee, the debtor-creditor laws as well as the business entity laws provide a variety of ways to address this situation.
The answer to this question is always “It depends.” There are dozens of employment-related laws at the state and federal level, and you should consult a lawyer to determine which laws apply to your situation.
In the best case scenario, the formation documents of your business will describe a process that lets the value of your interest be paid to your heirs. If your business partners wish to continue, they may. Sometimes plans don’t get made in advance, and we are always happy to work with business owners or their heirs to help determine the best way to make a transition.
When you’re ready to take on money to build your business, it will be important to make sure you are not running afoul of securities laws. Your business structure matters, but what also matters is the manner that you go about your fundraising. It is always a good idea to consult with a lawyer first.
A convertible note is a popular way to raise funds for an operating business. it is a loan that gives the lender the option to be “repaid” with an interest in the company. Financing choices like these should be made in conjunction with counsel from your tax and legal advisers.
It is a good idea to protect your good ideas. A “non-disclosure agreement” can mean different things. In the business context, it often allows an exchange of information about a company so that people can determine whether they want to go into business together while at the same time ensuring that the shared information won’t be used to damage their business. There are a variety of ways that a non-disclosure agreements can be drafted, and our lawyers are happy to discuss what works best for your situation.
Closing a sale of a business is a bit different than closing a sale of a house. You should have a lawyer review any agreement to sell. A lawyer should also probably be involved in the exchange of information (the “due diligence”) so that you can make sure the transaction is a good idea. Our lawyers are experienced in business sales of all sizes and will work with you to help determine how much involvement from legal counsel is necessary.
The good news is that, between Tennessee state and federal laws, there are many options to determine how to let your kids take over your business. Of course, that also means that you should talk through the options with your lawyer so that you can make sure you are maximizing cost- and tax-savings.
We Work With:
- family-owned businesses
- tech start-ups
- SaaS-model businesses
- security professionals
- food and beverage vendors
- church-related organizations
- closely-held organizations
- youth sports organizations
Labor and Employment
Margaret L. Behm
Litigation & Dispute Resolution
Labor and Employment
Margaret L. Behm
Litigation & Dispute Resolution
Employment, FMLA, WARN Act, Affordable Care Act, HIPAA, tech, start-ups, SaaS, apps, trademarks, copyrights, intellectual property, venture capital, seed funding, mergers and acquisitions, mezzanine lending, formation, dissolution, EEOC, non-disclosure agreements, family-owned businesses, closely-held organizations, real estate law, tax law, corporate law, LLCs, partnerships, joint ventures, S-Corps, commercial transactions, UCC law, M&A