By Anthony Cammarata Jr. 

​While it may feel as if we have been dealing with the novel coronavirus pandemic for a long time now, developments in COVID-19 guidance and regulations pertaining to employers are still relatively new and unclear. There have been times during this pandemic where I have had to reluctantly provide my corporate clients with the typical lawyer answer: "It depends." Unfortunately the laws regarding COVID-19 and how they will be interpreted and applied are still relatively unsettled and continually evolving, and it will take some time before enough cases have worked their way through the system to give us a clearer picture of the landscape.

By Nicholas P. Flint

​This article was published in the Cherokee Tribune & Ledger News on September 6, 2020: Tribune Ledger News - FROM THE BENCH & BAR.

​You have owned and operated a successful business for years. A potential buyer has just put a 60-page purchase agreement in front of you. The price is right and everything looks great to you, but what about all that "fine print" in the back?

Everyone knows the adage "buyer beware". However, in a business sale, it is often the sellers who find themselves facing more liability after closing than they expected or negotiated for, who should beware.

By Andrew T. Smith 

​Through the 2017 Tax Cuts and Jobs Act ("TCJA"), the federal government incentivized the development of economically distressed areas by offering substantial tax breaks, including the indefinite deferral of capital gain taxes, to individuals investing in real estate located in these communities. Accordingly, Qualified Opportunity Zones ("QOZ") were created, being defined by the Internal Revenue Service ("IRS") as "economically-distressed communities where new investments, under certain conditions, may be eligible for preferential tax treatment." The IRS has designated more than 8,700 Federal Opportunity Zones in fifty (50) States, the District of Columbia, and five (5) U.S. territories, including 260 census tracts in the State of Georgia.

By Cody W. Lyons 

​Over the last several months, our nation has experienced one of the largest economic shocks in history, with small businesses being hit the hardest. After months of steeply declining revenues due to mandatory closures and public fear, countless small businesses have had to shut their doors permanently. For the fortunate businesses that have been able to survive thus far, however, countless threats remain. A study recently published by the Proceedings of the National Academy of Sciences of the USA found that approximately 75% of the small businesses studied only had enough cash on hand to last for two months or less  (https://www.pnas.org/content/117/30/17656). With the extreme uncertainty businesses are facing today, it is now more important than ever to protect yourself and your business from liability.

 By John A. Meier, II

Since the emergence of COVID-19, our lives have changed in ways that were almost impossible to imagine outside of science-fiction novels and movies. Rather than discuss the legal aspects of the virus and actions taken by local, state, and federal governments and agencies, I want to share some examples of how effective planning can help individuals and families when unexpected events occur.

By Lindsey C. Franklin

​The Georgia legislature recently unanimously approved and passed Senate Bill (SB) 315 to clarify and limit the scope of statutory interim and final lien waivers pursuant to O.C.G.A. § 44-14-366. This action was taken in light of the recent Georgia Court of Appeals decision ALA Constr. Servs., LLC v. Controlled Access, Inc., 351 Ga. App. 841, 833 S.E.2d 570 (2019). The Court's opinion in that case caused ripples of confusion in construction lien law by holding that Georgia's statutory lien waiver operated to waive all rights a contractor has to payment, including breach of contract claims. This decision uprooted the longstanding belief within the construction industry that lien waivers only applied to lien and bond rights and did not encumber a contractor's other rights to payment. In response to the ALA Constr. Servs. ruling, the 2020 Lien Law Revisions Drafting Committee authored the following changes to O.C.G.A. § 44-14-366 to clarify the language of the statute:

While no one can argue that Republicans and Democrats are entrenched on the opposite side of seemingly every issue of our day, at this week's House Judiciary Committee hearing representatives from both parties had critical – and at times scathing – remarks for the CEOs of Apple, Google, Amazon, and Facebook.

By Anthony Cammarata Jr.

​The Wall Street Journal published an article yesterday after interviewing more than two dozen entrepreneurs, investors, and deal advisers who all claim that Amazon.com Inc., appeared to use the investment and deal-making process to help develop competing products. In some cases, the interviewees alleged that the tech giant met with startups about potential takeovers, sought to understand how their technology works, then declined to invest, and later introduced similar Amazon-branded products. A link to the article can be found below.

The startups who claim to have been taken advantage of by Amazon learned a lesson that we often emphasize to our business clients to avoid similar situations. In preparing for a meeting to discuss a potential transaction (whether it be for an acquisition, future partnership, joint venture, franchise arrangement, or even distributorship) it is imperative that business owners first consult with experienced corporate attorneys to ensure that they utilize adequate means to protect their confidential and proprietary information.

By Michael P. Bain 

​You are probably aware that, whether you want to sell or not, the government or a public utility can take your property for a public use in Georgia. Sometimes, a condemning authority seeks large tracts of land to build parks, schools, highways, or public buildings. When your property is taken for a road project, however, the County, City, or State DOT often does not seize all of your property, but only some of it. Usually, the condemning authority seeks only a strip of your property along a road for its project. Partial acquisitions are often the source of tremendous heartache and headache for the landowner who is approached by a negotiator for a government that is looking to build a road over his or her property. While you may know how much your house or building is worth as a whole, you are less likely to know the value of a small piece of your land, or more importantly, the damages that the rest of your property will sustain when only a portion of your property is taken for a public project.

By David L. Walker, Jr. 

​This article was published in the Cherokee Tribune & Ledger News on July 4, 2020: https://www.tribuneledgernews.com/opinion/from-the-bench-bar-the-rule-of-law-a-cornerstone-of-our-nation-worth-preserving/article_ad85f5ce-bbe2-11ea-b3d0-df3cd7aff553.html

As the U.S. celebrates 244 years of existence, it is prudent to reflect upon some of its founding principles. The Founding Fathers understood the unique weight of their monumental endeavor, and on that topic, Thomas Jefferson once wrote, "no experiment can be more interesting than that we are now trying, and which we trust will end in establishing the fact, that man may be governed by reason and truth."

 By Logan C. Stone

Amid the Coronavirus pandemic, social unrest, and the country's reopening, on June 15, 2020, the Supreme Court of the United States handed down a historic decision. 

By Nicholas P. Flint 

Pursuant to a little-known requirement established by the U.S. Department of Commerce's Bureau of Economic Analysis (BEA), foreign investors in certain U.S. businesses must now report their investments by filing a Form BE-13 within 45 days after the investment. The BEA uses such BE-13 filings to collect information on the acquisition or establishment of U.S. business enterprises by foreign investors. Given that there are potential civil and criminal penalties for failing to file BE-13 forms, it is important to know when and what forms must be filed.

By Andrew T. Smith 

​On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") into law. The SBA Paycheck Protection Program ("PPP"), which was created by the CARES Act, has provided short-term funding to over 4 million businesses to assist in sustaining their operations and avoiding employee layoffs during the government mandated shelter-in-place orders that swept across the nation. Within twelve days, $350 billion in CARES Act funding through the PPP was exhausted. On April 27, 2020, Congress allocated an additional $320 billion towards the PPP. Despite these available funds, small business recovery remains severely adversely affected by the shutdowns.

On June 5, 2020, President Trump signed the Paycheck Protection Program Flexibility Act of 2020 ("PPPFA") into law – implementing new rules for the forgiveness of loans through the PPP. Notably, the PPPFA will provide small business borrowers additional time to qualify for loan forgiveness, and it eases the restrictions on how much of the forgivable portion of the loan proceeds must be used for payroll costs.

By Lindsey C. Franklin

Stepparents are often responsible for caring for and financially supporting minor children. Under O.C.G.A. § 19-7-3.1, Georgia's new Equitable Caregiver Act legally recognizes stepparents as caregivers and the care they provide to minor children.

By  Douglas H. Flint, Grayson Davis, and Cullen Threlkeld

Conflict between the Georgia Constitution and Georgia Law fails to protect property owners' rights in obtaining attorneys fees and expenses in condemnation cases​

It happens often: The government wants to seize your private property for a public project and claims to have appraised the property and offered a fair price. However, you know your land is worth significantly more than the government's appraisal. The land where they propose to build a highway has been owned by you and generations of your family for decades. Or it may have been a business you poured all your hard-earned resources into. How can you guarantee your constitutional interest of receiving a fair price is protected? 

By David L. Walker, Jr.

Most contractors understand that Georgia law allows them to file a Materialmen's Lien to secure their right to payment when they have provided materials or labor to improve real property, whether it be in the form of site development, building construction, engineering and architecture, or some other form of land-improving activity. Similarly, most contractors are aware that Georgia law provides them a period of ninety (90) days from the date they "completed the work" to file a lien to secure their position. However, I have observed that many contractors are not aware that the ninety (90) day period to file a lien is irreversibly reduced – often with draconian consequences – when they execute an "Interim Lien Waiver" during the course of their work.

By Michael P. Bain

You receive a letter from the government, whether it be from the Department of Transportation, the County, a City, or sometimes even a utility. Perhaps you also receive a telephone call or even a knock at the door. The news being delivered may leave you anxious, uncertain, or devastated-- the government needs your land for a construction project. Usually, the first point of contact you have is with a negotiator, someone employed or hired by the government to try and get a good deal on the purchase of your property. Often the negotiator will put pressure on you to give the government a good deal for your property, and sometimes on the spot. The negotiator may threaten a lawsuit or the exercise of eminent domain if you do not agree to sell right away. How can you be sure the price is right and that your interests are protected? Before you sign on the dotted line, you should know your rights and a little about the process.

By John F. Connolly

With Governor Kemp's April 23, 2020 Executive Order, Georgia enters the first phase of its business reopening following the COVID-19 Shelter-in-Place Orders. As they consider the steps for reopening, businesses need to consider the various health and safety guidelines from the White House, CDC, OSHA, and state and local governments. With proper planning, care and enforcement, a business can reopen with confidence and look forward to being in the vanguard of getting Georgia back to work.

By Logan C. Stone

After leaving a non-judicial tax sale with a tax sale deed in hand, you might think you own the recently-purchased property outright. However, the law regarding tax sales is not that simple. Even after a tax sale, the defaulting owner still has the right to redeem the property from you. This article explains the necessary steps you need to take to protect your interest and ultimately bar the right of redemption.

By Anthony Cammarata Jr. 

If enacted, a bill drafted by the State Bar of Georgia's Corporate Section and introduced by Representative Scott Holcomb (D-81st District) during the 2019 session of the Georgia General Assembly would create a new corporate structure in the state. House Bill 230 is a proposal to amend the Georgia Business Corporation Code to authorize a type of corporation called a "Benefit Corporation" or a "B Corporation."