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Business Law

Holifield Janich Rachal Ferrera, PLLC (“HJRF”) assists businesses throughout each phase of the life of a business, both profit and non-profit entities, including selecting the business structure that best suits the individual client’s needs. Our attorneys represent clients from numerous industries including doctors and medical practices, restaurants, vehicle dealerships, construction companies, contractors, subcontractors, insurance companies, convenience stores, real estate companies, fitness centers, commercial and residential landlords, and property rental companies.

Corporations, Partnerships and Limited Liability Companies

HJRF has a great deal of experience with all types of business structures, including preparation of shareholder agreements, buy-sell agreements, partnership agreements, stock purchase agreements, stock option plans, preparation of meeting minutes for directors and shareholders, and drafting of corporate resolutions.  Our firm also counsels board members and business owners on the requirements of corporate governance and the fiduciary duties associated with oversight obligations.

Contracts

The attorneys of HJRF have wide-ranging experience in contract negotiation and compliance dealing with the company’s operations with its employees, customers, vendors and suppliers, lenders and others.   We work side-by-side with our clients to draft, negotiate, and modify the contracts needed to protect our clients and govern various business relationships including sales, agent, and marketing agreements, franchise and license agreements, commercial leases, trademarks, leases, security agreements, promissory notes, as well as distributor, wholesaler, vendor, and supplier agreements. We also represent employers regarding requests for contract equitable adjustments and responses to show-cause notices.

Mergers and Acquisitions

HJRF has a great deal of experience in assisting clients as either buyer or seller in transactions involving stock purchases or asset acquisitions including the structuring and negotiation of the transactions, performance of due diligence, preparation of other ancillary agreements and documents, and closing the sale.  Attorneys of HJRF have assisted clients with transactions in a wide variety of industries including vehicle dealerships, insurance practices and various other business types.

The vast experience of the attorneys of HJRF allows each client to experience a diverse team with the knowledge such  complex deals require, including state and federal corporate law, tax, ERISA, healthcare law, securities law, and labor and employment law.

Business Litigation

Unfortunately, the life cycle of a business may lead to a dispute that turns into a lawsuit. The attorneys of HJRF are experienced in business litigation, representing clients during fair value disputes, contract disputes, shareholder/partnership disputes, shareholder derivative actions, breach of fiduciary duty claims, trademark infringement claims, non-compete litigation and confidentiality agreement litigation.

Taxation

The attorneys of HJRF assist clients with a multitude of tax problems including tax planning and tax litigation.  Our attorneys assist with tax planning, including business succession planning, estate and gift tax planning, as well as audits and litigation with respect to federal income taxes, employment taxes, state franchise and excise taxes, sales and use taxes and property taxes, along with general day-to-day operational and organizational matters.

HJRF represents individuals and entities in all types of federal and state tax litigation. Our attorneys represent clients before and against the Internal Revenue Service, the Tennessee Department of Revenue and have litigated cases in the U.S. Tax Court and other federal courts.