Clients

Wagner, Johnston & Rosenthal represents a broad range of privately held businesses, executives and entrepreneurs. While a majority of the Firm's clientele is based in the greater Atlanta area, the Firm also services clients located throughout the United States as well as in foreign countries.

The industries the Firm represents are as diverse as the economy: manufacturers and service industries, real estate developers, financial concerns, lending institutions, health care professionals and facilities, benefit consultants, software and technology developers, public service agencies, investment partnerships, travel agencies, private schools, engineering concerns, leasing companies, telecommunications concerns, hotel developers, franchisors and professional sports teams.

Case Studies

Do you want to expand your business by acquiring another company?

This simple question can have very complex answers. Acquiring another company to expand your business is a very sophisticated transaction.

A common acquisition can include a letter of intent, acquisition agreement, due diligence and consummation of the transaction. Our attorneys assist you along each step in the process understanding both the legal and practical business judgment that are required in every business acquisition process. Negotiating an asset purchase agreement can be intimidating with pages of representations and warranties, indemnification, earn outs holdback escrow and other legal jargon that you are encountering for the first time.

We regularly represent a successful entrepreneur who buys and sells car washes. When he acquired a car wash, we found out after the deal closed that the prior owner had given out free car washes to patrons prior to the closing of the deal. Our client had a potential dilemma, if he did not honor the free car washes he would immediately lose good will in the community. If he honored them he would be losing revenue. Our legal team solved this dilemma by requiring that the seller set aside a portion of the purchase price in an escrow account to deal with post closing issues like free car washes. As a result, our client made a claim against the escrow account and he was reimbursed for the total amount of the free car washes that were redeemed within 30 days after the consummation of the transaction.

Should I include a non compete and non solicit provision in my key employee employment agreements under Georgia law?

A non compete and non solicitation are two types of restrictive covenants found in employment agreements. The purpose of a non compete is very broad, it essentially seeks to prohibit an employee from opening up down the street and competing with your business. A non solicitation provision, however, only protects you from the employee soliciting your customers. Under Georgia law, however, it can be very difficult to enforce a non compete against a former employee. In addition, under Georgia law, a court who finds a non compete unenforceable will also invalidate an otherwise enforceable non solicit provision that is in the same agreement. Our advice, especially in the context of service businesses, is that employers are typically better of prohibiting a former employee from soliciting customers with whom the former employee had contact as opposed to trying to fight the uphill battle of enforcing a non compete.

Time and time again employers ask us to review employment agreement forms they find from the internet or did not have reviewed by an attorney prior to having the agreement executed by their employees. After our review, they are typically pained to find out that the restrictive covenants they were relying on to prevent the former employee from soliciting existing customers are not worth the paper they were printed out on. A written employment agreement is executed mostly for the benefit of the employer to properly document the employer's expectations of the employee during the period of employee's employment. Many clients learn the hard way that the legal fees they saved using a form agreement are far outweighed by the damage done to their business when the former employee cannot be legally prevented from soliciting existing customers.

How do I make sure I own the intellectual property when I contract to have an independent contractor design software for me?

Many businesses do not realize that intellectual property rights usually favor the inventor or author unless specific contractual language is used to assign the rights of the inventor/author to the person or organization purchasing the intellectual property.

In the last year, a prospective client called me and said the independent contractor he hired to develop software for his company's website refused to release original copies of the software. He asked me to evaluate his rights under the independent contractor agreement the parties executed that governed the software. After my review I had to explain to him that the agreement did not address who owned the software, therefore, it was the independent contractor not the website owner who owned the software.

From the website owner's perspective, this problem was easily avoided had the agreement read that the independent contractor assigned his copyright ownership of the software to the website owner as part of the agreement. Although the independent contractor might be reluctant to do this or might require an additional fee to give up this right, the issue is on the table up front for resolution. The website owner, unfortunately, in this story found out that he did not even own the software that gave his website a competitive advantage over his competition.

Why is it so expensive to start a franchise company?

At least once or twice a month, a client or prospective client interested in franchising their existing business consults with our firm. The majority of those we counsel ultimately choose not to franchise, although some will expand their business by a less complex (and costly) means such as a business opportunity venture, distribution or licensing arrangement. Why do these clients decide not to franchise or choose a business opportunity instead? The answer: cost and complexity.

Franchising is governed by the Federal Trade Commission's Amended Franchise Rule, and additional state laws in a substantial minority of the states (such as California and Illinois). These rules are very complex, meaning that complying with them is an intricate task, time consuming and as a result, very costly. The legal costs stem mainly from drafting the appropriate legal documents such as a Franchise Disclosure Document (FDD, formerly known as a UFOC), the franchise agreement and other legal documents.

The franchise agreement must comport with the same state and federal rules on franchise sales, and a myriad of other laws may come into play as well. For example, every state's laws on the enforcement of restrictive business covenants such as non-compete agreements vary somewhat. Drafting a proper non-compete agreement for a franchise agreement or for use by franchisees in managing their employees in Florida or Georgia therefore requires us to look in that particular state.

Lastly, preparing proper franchise agreements and disclosure materials requires that our attorneys have a solid understanding of how your business works and how you want to go about franchising it. This process is one of working back and forth between lawyer and client, and gathering lots of information. The better we understand what the client is trying to accomplish, the better we can work with the client to craft and create a franchise system that will be successful. The franchise agreement is the foundation for the franchise system and requires a great deal of care if the franchise system is to thrive. All of these reasons explain why we have to spend so much time helping our clients create a franchise system and its considerable expense.