Corporate Practice Areas
For banks and financial institutions, experienced and knowledgeable counsel is a must. SMRW's attorneys possess the required expertise to navigate today’s regulatory environment and the current financial climate. We represent our financial institution clients in all aspects of their operations, including general corporate matters, supervisory and enforcement matters, regulatory compliance, mergers and acquisitions, public and private securities offerings, debt offerings and lending transactions. We also represent financial institutions in commercial transactions and in bank-related litigation. We also have experience handling and closing syndicated and participation loans.
Business & Corporate Law
Starting and expanding a business is an exciting endeavor, but one that also comes with many challenges. GSRM attorneys consistently provide a powerful combination of legal savvy and business know how to individuals, entrepreneurs, mid-market companies, business entities and family and closely held enterprises. The firm offers the full spectrum of business law advice pertaining to the:
- Formation, organization and transition of business entities
- Business transactions and commercial agreements
- Capital funding
- Labor and employment relations
- Litigation and dispute resolution
- Public Contracts
Successful business ventures require lawyers that support business objectives and close transactions. SMRW advises clients in all aspects of commercial dealings, ranging from organizing business entities, handling mergers, acquisitions and dispositions—to structuring commercial transactions, drafting employment contracts, and counseling clients on matters relating to real property. Our attorneys also work with individuals to devise transition plans for personal and business assets, as well as to deconstruct a business where partners choose to go separate ways.
Whether the firm is engaged to buy or sell assets or to draft partnering, joint venture or strategic alliance agreements, keeping our client’s unique goal in mind is our steadfast commitment.
Construction & Real Estate
Construction is a high-risk, high-reward enterprise, and our lawyers partner with our entrepreneur- minded clients to solve problems, manage risks and structure contracts to achieve their strategic goals.At SMRW, we support contractors and others in the building industry with review of contracts, counsel on risk management, and aggressive defense or pursuit of claims. Our experience allows us to staff matters with fewer but more knowledgeable lawyers who turn deliverables around quickly. Our clients include construction owners, developers, construction managers, general contractors, subcontractors, engineers, trade contractors, suppliers, developers, general contractors, subcontractors, vendors, engineers, architects and design-build professionals involved in every area of construction.
One of the strengths of our construction practice is its partnership with attorneys in our real estate, environmental and employment practices. As a result of our combined experience in construction and real estate, we take projects from inception to final construction, assisting in acquiring real estate, resolving environmental problems, obtaining land use permits, and negotiating bids, contracts and work site-related issues such as labor and employment disputes.
Our practice advises senior-level executives respecting their employment agreements and other compensation arrangements, and we represent companies of all sizes on executive employment and other compensation arrangements as well as on setting up and implementing complex benefit plans. We also counsel clients on how to adjust to the changing landscape of health care benefit regulation, including compliance with the Affordable Care Act.
Health Care & Hospital
Challenge accompanies opportunity in today’s regulated health care industry. Clients turn to us for value-conscious solutions that keep their focus on health care while we target the legal obstacles that stand between them and their business objectives.
We represent clients across the broad landscape of health care, all of whom seek business-minded counsel to understand both the opportunities and challenges of the industry. Our attorneys find ways to position you for financial and operational success, regardless of your health care area of service.
If your business involves any aspect of health care, we have experience dealing with the regulatory, transactional, compliance, litigation, technology, employment and other legal elements of your business issues to guide you toward your business goal quickly and with an eye on value.
Because people make the difference in an organization’s success, employee relations counsel is paramount to protecting a business. SMRW offers vast experience representing employers. Our lawyers assist businesses and managers in understanding the federal and state laws that affect the employer/employee or business/contractor relationships. Our attorneys work with clients to deal with the charges, complaints and litigation that arise from the employment relationship. Because the avoidance of a problem through proactive, upfront communication is always preferred, our attorneys prepare the full scope of employment agreements, including employment contracts and non-compete, non-disclosure and confidentiality agreements, among others.
Mergers & Acquisitions
We have a broad and deep M&A practice that has advised on transactions for clients across the U.S. involving billions of dollars. Our clients have included large national and regional companies, family owned and closely held businesses and investment banks, and we have represented them in every stage of transactions, including negotiations, due diligence, tax planning and regulatory compliance.
Tax considerations are woven into every fiber of a commercial enterprise. SMRW attorneys represent clients in a wide variety of matters involving their taxation by the Internal Revenue Service, the State of Tennessee, as well as counties and municipalities within the state. The firm takes a proactive planning approach to address tax issues to achieve the most beneficial tax consequences. Our attorneys work in conjunction with our client’s accountants to develop the most beneficial tax strategy that balances both long and short term objectives.
SMRW's Tax attorneys help clients to minimize employment taxes and the taxation of their business and personal income while efficiently complying with federal and state tax reporting and payment requirements. Our Tax attorneys provide federal and state tax services to large and small businesses, nonprofit organizations and individuals seeking to protect and preserve important assets and income streams. The firm’s Tax attorneys assist clients in developing strategies and structures that not only minimize tax burdens, but also further overall financial objectives.
SMRW’s tax experience spans the full spectrum of challenges. The firm’s advice begins with legal counsel pertaining to the tax implications of business entity selection, including liability companies, partnerships, S corporations and closely held or pass through entities, among others. Our Tax attorneys advise on the tax consequences of business acquisitions and reorganizations, real estate transactions, tax exempt and other financing agreements, financial derivatives, qualified and nonqualified compensation planning, private foundations, exempt organizations, sales tax issues, planning for closely held or family businesses, as well as income tax planning for estates and trusts.
SMRW's litigators assist clients to gain and sustain a tactical advantage. Today’s business climate is infused with conflict between employees and owners, staff and supervisors, management and shareholders, business owners and vendors, and business owners/partners and stakeholders. Controversy or dissention can result in expensive claims with no clear winner. For decades, business owners and entrepreneurs have turned to SMRW not only for courtroom results, but also for innovative strategies that advance business interests, protect client holdings and block potential loss.
Our goal is to achieve the best possible outcome for our client. At times, this means negotiating a resolution outside of court. Other circumstances demand complex, persistent litigation, trial or appellate counsel. In any of these scenarios, SMRW litigators are consistently called upon to represent clients before Tennessee and federal courts, before state and federal administrative agencies, and before administrators, arbitrators and mediators. Regardless of the venue, SMRW litigators present highly focused and compelling arguments in order to resolve strife before it can snowball into a hazardous outcome.
Our Corporate litigation team is equipped to provide cost-effective results in all areas, including:
CREDITORS, BANKRUPTCY, AND COLLECTIONS
Businesses of every size and from every industry are faced with challenges that can trigger a financial crisis. SMRW advises these organizations from the initial stages of evaluating insolvency alternatives, to assisting with prepetition planning, to guiding the client through the reorganization process, to creating and implementing the plan of reorganization. Many successful reorganizations are a true “team” effort, and our attorneys work cooperatively with accountants, appraisers, auctioneers, consultants and turn-around professionals to enhance the efficiency and success of these endeavors.
A workout can be a viable and practical alternative to litigation or bankruptcy, and often serves our client’s best interest. SMRW's attorneys utilize out-of-court workouts, as an alternative to Chapter 11 and other court proceedings, to assist scores of high profile borrowers, as well as lenders, to resolve problem debt situations. Whether our practitioners are renegotiating a bank loan, revising a debt instrument, or working out a new payment schedule with vendors, clients are assured they receive the most diligent legal assistance available.
SMRW represents borrower and lender clients on loan transactions with debtors-in-possession (DIPs) in Chapter 11. Such representation may involve obtaining authority for a client to borrow funds as a DIP. Alternatively, the firm may counsel the DIP lender or a prepetition lender. SMRW may represent other prepetition creditors to monitor the DIP lending transaction and to protect those creditors against inappropriate encroachment on their interests.
SMRW also represents creditors in matters that do not involve bankruptcy. This expertise includes foreclosing upon real property on behalf of lienholders, filing or defending state court actions to recover collateral and collect debts, as well as initiating or defending actions to enforce mechanics’ and materialmen’s liens.
SMRW brings the additional value of working with clients on tax planning, because tax considerations frequently arise in a bankruptcy, reorganization or workout. This often involves outside accountants that advise on the tax effects of the reorganization or restructuring in a workout or in a bankruptcy case. Alternatively, the firm assists creditors, shareholders and lenders in defining pending tax challenges with a debtor’s plan of reorganization. For individuals, SMRW evaluates a taxpayer’s ability to discharge or satisfy tax liability through a bankruptcy case. Disputed tax liabilities can be litigated in the Bankruptcy Court. An analysis of any tax collection matter must include consideration of bankruptcy. However, many collection matters can be resolved through offers-in-compromise or installment payment agreements.
Litigated matters can be plentiful and varied in insolvency proceedings under the Federal Bankruptcy Code. Many cases that involve contract and other commercial disputes end up in Bankruptcy Court because one of the parties is a debtor in a bankruptcy case. In fact, much of the developing commercial law comes from Bankruptcy Court decisions.
SMRW is experienced in representing all types of constituencies in many industries on virtually all issues that give rise to litigation to protect and enforce rights in a bankruptcy case, including preferences, fraudulent transfers, post-filing transfers, relief from the automatic stay, assumption/rejection of leases, licenses and executory contracts, plan formulation and confirmation, sales and purchases of assets, exemptions, appointment of trustees, proofs of claim, dischargeability of debts and involuntary bankruptcy, among other matters.
CONSTRUCTION AND REAL ESTATE
Whether construction issues include allegations of design flaws, workmanship problems, building delays or failures, SMRW can help you defend your business and represent and guide you through the complex court system. We will draw on your expertise to fully prepare the most appropriate defense strategies. We can then pull from our significant construction litigation experience to zealously represent your best interests. Whether you are a general contractor, subcontractor, design professional, engineer or component manufacturer, we will work with you to create a litigation plan that aims to accomplish your goals and best protect your company. As always, we will be ready to take your case to trial when necessary.
SMRW’s real estate litigators are well versed in property law that governs your legal issue. We represent numerous Landlords in both commercial and residential spaces, and are equipped to handle whatever issue you are facing efficiently and effectively. From boundary disputes to detainer actions, SMRW’s team of real estate litigators provides high quality legal services at affordable costs.