Georgia Injury Lawyer Blog

Should I start an S corporation, or a limited liability company (LLC), or maybe a P.C., or maybe a limited partnership, or what about a C corporation? These are tough questions, tough choices. And regardless of where you're located in Georgia (Atlanta, Athens, Rome, and so forth), If you are starting a business, one of the most important decisions you will make is what kind of company to form. Even for a single person small businesses, this is an important question. The type of legal structure you choose will have an impact on how much you pay in taxes, as well as your personal liability, and your ability to raise money and investors.

The three key things to keep in mind when choosing a business form are: liability, taxation, and ownership. Corporations and LLCs are legally separate entities from their owners. So, the shareholders or members are not personally responsible for the actions of the business. If something goes wrong, the company is sued, not the owners, and the company's assets are at stake, not the personal assets of the owners. There are exceptions, but, generally, a corporate entity will protect the owners from personal liability.

Taxation issues should also be considered. As a separate legal entity, corporations are taxed as such. And so are the owners. This is double taxation. There are other forms of corporate entities, however, that have special pass-through tax rules. Pass- through taxation means that the owners of the business can take the gains or losses of the business on their personal tax returns.

Additionally, certain legal business forms limit the number or the type of people who can invest in the company. If you need to attract a large number of investors, or international investors, you need to find a corporate structure that allows for that.

The legal structures to consider are:

Sole Proprietorship or Partnership

The advantages of both of these forms is that there are no forms to file and no double taxation. You just start your business. These two forms, however, do not shield the owners from personal liability. If the company is sued, you will be personally responsible for its actions, and your personal assets are at risk.

Limited Liability Company

The LLC is a legal form which provides limited liability for the company's owners, but does not require the same amount of formal filings as does the corporation. It has quickly become the choice for small businesses. An LLC offers personal liability protection to its owners as well as pass through taxation. It also allows for profits to be distributed unequally, allowing for more flexibility in tax planning and for rewarding owners who manage the day-to-day affairs of the company. The disadvantages are that you may are limited in transferring ownership and your tax liability could be higher, especially if you are the only member.

S Corporation

This is a corporation formed with the state, with an "S Election" filed with the IRS. It provides limited liability to its shareholders, but still allows for pass through taxation. Shares a often more transferable, and you can incentivize employees with stock options or bonuses. The number and type of investors are limited, however, and there are more filing formalities that need to be observed than with an LLC.

C Corporation

This is a corporation that allows for the most investors. There is limited liability for its owners. It is, however, subject to double taxation.

While many small businesses are interested in saving money and using online forms to form legal entities, it is important to discuss your goals with your attorney before selecting a corporate form. An attorney can help you choose the right form to fit your business today and ten years from now.

Continue reading "Georgia Corporation And Business Law: What Kind Of Business Should You Form?" »

"Can I sue for a broken contract?" is a question many people asking when they need a good Georgia contract lawyer. Many times during contract disputes, clients often feel that "even though a particular obligation is not written within their contract with another person or entity, it's common sense that that person or entity breached the contract by not performing a certain service, or acting a certain way." Depending on what service, or what conduct, the client is referring to, he or she may have a point.

Over the years, Georgia courts have established that certain implied terms and duties may naturally flow from a contractual agreement, even if those implied terms and duties were not expressly written within the contract.

One of those implied duties is the duty of good faith and fair dealing, as Georgia courts have found: "[g]ood faith is, if anything, a minimum standard of conduct in any contract." The term good faith has been found to mean "a shorthand way of saying substantial compliance with the spirit, and not merely the letter, of the contract." That means that contrary to what many feel, the implied duty of good faith and fair dealing relates to the performance of a contract and not to the conduct that induced a person to enter into a contract. (Although if you were tricked into signing a contract you may have a claim against the person for fraud, amongst other claims.)

In addition, what's important to understand about the implied duty of good faith and fair dealing is that determining what conduct constitutes good faith and fair dealing will depend on the facts of your case. You should also be mindful that an implied duty such as that of good faith and fair dealing cannot contradict an express term of a contract, and must be an "inference absolutely necessary to ensure that the intentions of the parties regarding the contract is respected." In Georgia, this standard is not an easy one to meet and is strongly fact driven with respect to the language of the contract and the circumstances upon which the contract was entered.

Georgia Courts have been able to use the implied duty of good faith and fair dealing to find terms that were not expressed in the parties agreement in order to cure defects in contracts. This may or may not be advantageous to you, depending on your conduct.

What is certainly advantageous to you, however, is finding a good lawyer to deal with your contract dispute and issues.

Continue reading "Georgia Contract Law: Understanding Bad Faith Conduct, Broken Contracts, and Business Disputes" »

Heart attack due to Avandia? The latest news about Avandia: several FDA reviewers are now publicly stating that they believe Avandia should be pulled from stores due to "serious" risk of cardiovascular failure the diabetes drug causes.

On July 13 and 14 a group of experts in medicine will recommend whether Avandia should be pulled from the market altogether. While the FDA does not have to follow these recommendations of advising committees, it usually does. And, it will be the second time a panel to advise was assigned the job to guide the FDA on what to decide about Avandia. In 2007, experts ruled that Avandia increased congestive heart failure, cardiovascular risk, but stated the benefits outweighed the risks. FDA reviewers condemned the rationale in the decision stating no benefits were ever clarified.

Further more, FDA reviewers criticize the drug maker, GlaxoSmithKline of manipulating data, and reported their "extreme mishandling of events" claiming their trial was "unethical and exploitative,"

A spokesperson for the drug company GlaxoSmithKline said the company stands behind the safety and efficacy of Avandia.

The important thing to know about the law is that if a person is injured due to a drug, the drug manufacturer could still be liable despite having been approved for use with the FDA. This is thanks in part to the 2008 United States Supreme Court groundbreaking case, Wyeth v. Levine, and held that Federal regulatory approval of a medication does not shield the manufacturer from liability under state law. Wyeth v. Levine 129 S. Ct. 1187 (2008).

Under Georgia State law, a drug manufacture like GlaxoSmithKline may be liable reasonably foreseeable dangers in the use of the drug Avandia.

Continue reading "Heart Attack Due To Avandia? Lawsuit, Good Avandia Lawyer Needed" »

Patients prescribed Reglan or its generic version, Metoclopramide can develop a serious condition known as Tardive Dyskinesia. Reglan is often prescribed for acid reflux disease, for pregant women with morning sickness, for those who become nauseous with migraines, and for breastfeeding mothers and children.

The FDA has issued an alert warning against chronic use of this type of drug and issued a boxed warning. The side effects of tardive dyskinesia are characterized by generally irreversible symptoms that include random movements in the mouth and face, arms, legs, fingers and toes along with swaying body movements.

In order to determine if you have a case against a drug manufacturer due to the use of Reglan or Metoclopramide, you need to have met the following three conditions:

1. You took Reglan or Metoclopramide longer than 90 days.

2. You have been diagnosed with Tardive Dyskinesia or other movement disorder.

3. You have been off the drug for longer than 90 days.

Conservative estimates state that more than two million people use products containing metoclopramide in the U.S. alone. The FDA has reported that use of drug products such as Reglan or those containing metoclopramide is the most common cause of these induced movement disorders. If you are one of the many Americans who have been injured from use of this drug, it is important that you seek legal advice to protect your rights.

Continue reading "Reglan Metoclopramide Drug Causing Tardive Dyskinesia? Need Good Reglan Lawyer in Georgia " »