Business Transactions

HunterMaclean's business lawyers have substantial experience in representing many types of businesses as their outside general counsel. We have many clients for whom we provide a wide range of business legal counseling services, including the following:

Advising senior management, as well as corporate directors, on corporate governance and strategic planning issues, including buy-sell agreements and disputes with minority shareholders.

Counseling clients on mergers and acquisitions, divestitures, tax strategy, and other corporate and securities issues.

• Negotiating and drafting employment contracts and employee benefit packages for senior management and other employees.
  
• Conducting independent reviews of corporate actions, such as the handling of sensitive employment and environmental compliance issues.
  
• Negotiating contracts and closing business and financial transactions.
  
• Counseling senior management on how to resolve major disputes utilizing negotiation, mediation or arbitration as an alternative to litigation.
  
• Aggressively litigating to advance our clients' interest, while not losing sight of the client's real business objectives.
  
• Marshaling all of the resources of our 50+ lawyers, our two offices, and our network of other attorneys around the world to advance the client's overall business objectives.

HunterMaclean's Corporate and Securities attorneys handle a variety of corporate issues for clients throughout Georgia and the United States. Attorneys in this practice area have extensive experience in general corporate representation, formation and organization of business entities, debt and equity capitalization of business entities, commercial transactions, mergers, acquisitions, and other business reorganizations, corporate, tax, and business planning matters for businesses, shareholder rights issues, and contract drafting and negotiation. Hunter Maclean also represents its business clients in private securities offerings, SEC compliance matters, "blue sky" compliance matters, and private resales of restricted securities.

Representative Engagements
Representing the majority shareholders in the sale of all of the outstanding stock of a local manufacturing company for approximately $97,000,000. The purchase price was paid in cash, by the issuance of senior and junior subordinated notes, and by the issuance of restricted stock of the purchaser to certain of the selling shareholders.

Representing a large national manufacturing company in the sale of all of the outstanding stock of its parent company for approximately $350,000,000. Immediately following the consummation of the sale, Hunter, Maclean assisted the new owner in selling all of the assets of the large manufacturing company to a Chicago-based Delaware limited partnership for approximately $225,000,000.

Representing a local hospital in connection with the consolidation through a joint operating venture of another local hospital. This transaction involved the combination and consolidation of upwards of twenty (20) non-profit and for-profit entities through both stock and non-stock transactions. This transaction also involved the issuance of tax-exempt bonds.

Representing a national manufacturing company in the sale of its stock, which was traded on the New York Stock Exchange, to another publicly traded manufacturing company. This transaction occurred in two parts: first, the acquisition of 50.1% of the outstanding stock of our client and second, the merger of Hunter Maclean's client with and into the purchaser.

Representing the sole shareholder of a Savannah-based retail company with thirty-six stores located in Florida, Georgia, North Carolina and South Carolina in connection with the sale of all of its outstanding stock for approximately $6,000,000.

Representing an Atlanta-based heating and air conditioning company in connection with its efforts to roll up approximately fifteen other heating and air conditioning companies nationwide immediately prior to a public offering of the shares of the consolidated entity. When negotiations with a number of the target entities were terminated, Hunter Maclean represented the shareholders of the founder company in the sale to a publically held corporation of all of its assets.

Representing a community bank in connection with the private offering of its securities to raise approximately $2,000,000 of capital from investors in the States of Georgia, North Carolina and South Carolina. Hunter Maclean handled all corporate and securities issues in connection with these transactions, including compliance with exemptions from the federal and applicable state securities laws.

Representing the Board of Directors of a local manufacturing company in connection with the sale of all of the stock of the company by the sole shareholder, an employee stock ownership plan, for approximately $9,000,000.

Representing a Georgia limited liability company in connection with the acquisition of all of the stock of a local manufacturing company for approximately $3,000,000.

Representing a local company in connection with the private offering of its securities to raise approximately $1,000,000 of capital from investors in the States of Florida, Georgia, Illinois, South Carolina and Wisconsin. Hunter Maclean handled all corporate and securities issues in connection with these transactions, including compliance with exemptions from the federal and applicable state securities laws.