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Corporate & Business Law

The Corporate and Business Law Group at Burch, Porter & Johnson assists a wide array of corporate and business entity clients on a range of matters, inc;uding general corporate, mergers and acquisitions, and securities matters. The business practice attorneys represent publicly-owned, privately-held and family-owned businesses in various industries, such as agrichemical, hospitality, manufacturing, service providers, healthcare, banks and bank holding companies, investment advisors, distributors, wholesalers, retailers, transportation, venture capitalists and real estate development and investment. Our enagagements encompass all stages of business development and operation from individuals and start-ups looking to begin their business, to experienced businesses looking to grow their business, to mature businesses looking to plan for the next generation. Services in this area include:

  • General Corporate
  • Mergers and Acquisitions
  • Entity Selection and Formation
  • Corporate Governance and Compliance
  • Joint Ventures
  • Securities Regulation
  • Federal and State Environmental Regulation
  • Bank M&A and Bank Regulatory Matters
  • Start-up Financing
  • Business Succession Planning
  • Venture Capital and Private Equity

General Corporate

Burch, Porter & Johnson’s business practice attorneys counsel clients on a variety of general business matters, such as the organization, formation and capitalization of business in all industries and of various sizes. These issues include advice on choice of entity and structuring issues, business counseling regarding management and third-party relationships, drafting and analyzing business contracts and joint ventures, negotiating shareholder disputes and transitions and counsel concerning environmental compliance obligations.

Mergers and Acquisitions

With today’s dynamic business marketplace, the attorneys in Burch, Porter & Johnson’s business practice group have the skills necessary to assist clients in achieving their objectives, identifying benefits and risks and closing transactions. Our attorneys have extensive experience representing clients in mergers, acquisitions, spin-offs and dispositions within the state of Tennessee and across the United States. We are involved at all stages of business transaction from the initial structuring and negotiating to the documenting and closing. Burch, Porter and Johnson regularly serves as lead counsel in transactions such as acquisition and dispositions of public and private companies, subsidiaries and divisions, management and other leveraged buy-outs, taxable and tax-free business reorganizations and venture capital investments. Our full-service firm is uniquely positioned to provide advice to clients involved in mergers and acquisitions on all issues from practice areas such as securities, tax, environmental, labor, employee benefits and real estate.

Entity Selection and Formation

The business attorneys at Burch, Porter & Johnson understand how overwhelming establishing a new business can be. Our experience with the business entity selection and formation process gives clients the ability to choose the business model that is most appropriate for their needs and circumstances. We make it a priority to counsel clients on taxation and liability risks to ensure their business can be managed soundly and efficiently.
We offer legal guidance on the formation and development of:

  • Limited liability companies (LLC)
  • General partnerships (GP)
  • Limited partnerships (LP)
  • Limited liability partnerships (LLP)
  • Sole proprietorships
  • C-corporations and S-corporations
  • Non-profit organizations
  • Joint ventures
  • Professional corporations

Corporate Governance and Compliance

Our attorneys routinely advise clients on a variety of governance issues, including instituting procedures, best practices and duties for boards of directors and officers, identifying and developing change in control and executive transition matters and implementing succession and ownership plans. In addition, we advise clients on regulatory compliance issues related to the Sarbanes-Oxley Act, the Securities and Exchange Commission, the New York Stock Exchange, NASDAQ and other applicable regulatory agencies including the Environmental Protection Agency and related state agencies.

Joint Ventures

Businesses interested in forming a joint venture or strategic alliance need to be aware of the commercial and regulatory issues involved. Our attorneys are familiar with guiding clients through structuring, drafting, negotiating and executing joint venture agreements. We have experience with one-way and multi-party strategic investments and offer collaboration across practice groups to address issues such as regulation and licensing, intellectual property rights, and taxation.

Securities Regulation

The securities attorneys at Burch, Porter & Johnson have significant experience on a variety of securities matters from capital formation to ongoing regulatory issues for a wide range of clients. Our attorneys often advise financial institutions, issuers and investment advisors in connection with debt and equity securities offerings, including Regulation D private placements. In addition, our attorneys provide counsel to individual and corporate shareholders of publicly-held and privately-owned companies on a wide variety of securities law matters. Our firm has extensive experience in securities registration and exemption matters, broker-dealer and investment advisor regulations, SEC no-action requests, shareholder proposal and disclosure issues and state “blue-sky” law requirements.

Bank M&A and Bank Regulatory Matters

Our corporate and business practice attorneys have experience representing various types and sizes of financial institutions and community banks in matters ranging from acquisitions and mergers to regulatory matters, including advice concerning holding company and affiliate issues. We also regularly represent investor groups in connection with acquisitions of privately-held banks and related regulatory issues. Burch, Porter & Johnson also serves its financial institution clients through its capital markets and commercial lending practice.

Start-Up Financing

There are many legal aspects that should be considered throughout the business start-up process. Investors and companies in need of funding can depend on the business practice group at Burch, Porter & Johnson to act as trusted advisors, effectively addressing client objectives and legal requirements.

Business Succession Planning

TThe business attorneys at Burch, Porter & Johnson often provide counsel to many types of business owners who are planning for their future and for that of their business and their family. We have experience working collaboratively with other advisors involved in the planning process, including business consultants, certified public accountants, business and real estate appraisers, insurance representatives, and bank trust and commercial loan officers.

This full-service approach strives to maximize the value of the owner’s business, to assure its continued viability and success, to provide a smooth management transition and business continuity, and to provide for the owner's retirement income and estate planning for the owner's family.

Venture Capital and Private Equity

In order to maximize returns on investments, venture capitalists and private equity funds rely on the expertise of our business attorneys to efficiently structure and manage their funds. Our priority is to assist in the growth strategy implementation and planned exit strategies for our clients. We also represent companies seeking venture capital financing for expansion or growth opportunities, including acquisition of intellectual property, compliance and taxation.

Our experience reaches all stages of private equity, including:

  • Seed capital
  • Mergers
  • Recapitalizations
  • Asset sales
  • Leveraged buyouts
  • Liquidation