Business Organizations and Formations

Forming a business marks the start of a challenging and potentially prosperous adventure for would-be entrepreneurs. As a first step, business founders should familiarize themselves with the issues and considerations involved in selecting a business entity, entering into business agreements, hiring employees and understanding the municipal, state and federal laws that regulate their business.

Business founders should carefully consider which business form may be most approrpriate for their new company. While many larger companies have adopted a C corporation form, a different form may be more advantageous depending on the your individual circumstances. Other business forms include S corporations, limited liability partnerships (LLPs), limited liability companies (LLCs), partnerships, and sole proprietorships.

Each business form subjects the business owners to different levels of liability and taxation. For example, shareholders of a C corporation are generally not personally liable for the debts of the corporation, while the partners in a partnership are personally liable for the debts of the partnership. However, partnership income flows through to the individual partners and is taxed only once while corporate income may be subject to double taxation: once at the corporate level and a second time at the individual level if the corporation pays dividends. A business lawyer can guide you through the different forms that may be appropriate in your situation, and explain the various administrative requirements you need to follow when starting up as well as on an annual basis.

We offer a wide variety of services to individual, corporate, and banking clients. The attorneys are involved in transactions for the purchase and sale of businesses, including asset and stock sales and transactions involving going concerns, and have extensive expericnce in handling all types of transactional work for clients ranging in size from local sole proprietorships to large national corporations. These attorneys assist clients in all stages of the transaction, from planning and negotiation of the transaction, to drafting of documents and the closing of the transaction. The attorneys at Ramsey, Thornton, Barrett & Herbert, PLC enjoy the reputation of providing quality service within the strict time limitations which often accompany these transactions.

Additionally, our attorneys have developed a thriving practice in the area of creditors' rights, including pre-bankruptcy workouts, enforcement of creditors' claims in bankruptcy and state law collections and foreclosures. Our firm represent banks and individual and corporate creditors located throughout Tennessee.

Commercial Lending and Finance

Ramsey, Thomton, Barrett & Herbert, PLC regularly represents numerous state and national banks, insurance companies and other institutional lenders and private equity firms in a variety of matters, including financing transactions, regulatory matters and general commercial matters. Our lawyers represent financial institutions in structuring a variety of loans and other financing transactions, including: multi-lender credit syndications, mezzanine loans with equity features, real estate and construction loans, syndication financings, securitized real estate loans, industrial development project financing and other tax-exempt financing, tax increment financing, letters of credit, asset-based loans, asset securitizations, and sale and leaseback transactions. We also routinely represent borrowers in the negotiation and documentation of sophisticated financing arrangsmsnts, including multi-state mortgage financings, and interim and permanent mortgage loans. In addition to acquisition and financing-related matters, we also assist many of these clients in the preparation and negotiation of property management agreements, and the construction and development of new projects.