Lewis Thomason recognizes that businesses of different types and sizes have different needs, so we take an agency approach to serving our business clients.  No problem is too large or small, as our attorneys have counseled companies from Fortune 100 corporations to mom-and-pop small businesses that face potential closure when a dispute with a customer or vendor matures into a lawsuit.  The corporate departments of several large companies regularly rely on Lewis Thomason for outside or local counsel in both federal and state courts.

Given the diversity of experience and skills of our attorneys, Lewis Thomason acts as a centralized provider for business services, saving our clients the time, effort, and expense of securing the same services to achieve the same goals from several boutique providers.  We help corporate clients in all phases of existence, beginning with decisions about formation, organizational structure, and governance, including drafting, revising, and shepherding corporation by-laws to adoption, establishing employee benefits programs, and training board members.  After formation, Lewis Thomason attorneys continue to provide counsel in dispute resolution, whether through litigation, negotiation, mediation, or arbitration; transactional representation, including document preparation, contract drafting and revision, overseeing the purchase and sale of assets; and other strategic business decisions that have far-reaching legal and financial implications, like tax advice and planning for acquisitions and expansions.

Business and Commercial

Lewis Thomason represents many types of public and private businesses in multiple industries, including proprietorships, partnerships, and limited liability entities.  We also provide counsel to numerous nonprofit and charitable organizations.

Our attorneys advise our business clients on general business and transactional matters from selecting an entity type and forming an entity to growth planning.  We assist with record retention and document management, including traditional document forms, and electronically stored information.  Lewis Thomason also helps resolve disputes among business owners, defends directors and officers from professional liability claims, assists with the enforcement of non-compete agreements, and provides counsel on the dissolution of an entity.

For example, our attorneys regularly represent automobile dealers in the formation, acquisition, and sale of dealerships and in everyday operations, including legal matters related to financing, consumer issues, contract questions, employee relations, regulatory matters, and litigation.

Mergers and Acquisitions

Lewis Thomason’s transactional lawyers possess a diverse range of skills, allowing us to successfully handle any potential situation that may arise in your merger or acquisition.  We handle negotiated and contested situations, including asset sales and purchases, joint ventures, leveraged buyouts, private equity, recapitalizations, stock sales and purchases, strategic mergers, and tender offers.  Because our lawyers advise their business clients on all matters from selecting an entity type and forming an entity to growth planning, they understand the sale or merger of a company is one of the most crucial transactions in a business life cycle.

Lewis Thomason lawyers advise and assist with disputes among business owners, defend directors and officers from professional liability claims, and assist with the enforcement of non-compete agreements.  This experience provides a unique perspective when counseling clients on mergers and acquisitions-related business transactions such as joint-venture agreements, partnership agreements, and distribution agreements.

Director and Officer Professional Liability

Running a business always entails a certain level of risk.  Several high-profile scandals in recent decades, however, have led to increasing federal and state regulatory scrutiny of directors and officers.

Investigations and civil or criminal litigation can distract individuals suspected of wrongdoing and other members of the board or other officers from attempting to fix the problems that the prior misstep caused.  Lewis Thomson attorneys assist corporate boards and their officers with navigating these investigations and defends them from regulatory and shareholder derivative actions.

Lending and Finance

We represent both lending institutions of all types and sizes, whether large national banks, small community banks, or other types of lenders, and borrowers in commercial and consumer loan transactions.  Lewis Thomason attorneys have also represented the FDIC in numerous complex loan workouts, bank insolvency, and receivership matters.

Our attorneys both prepare loan documents and litigate banking and lending matters, from routine collections to complex loan workouts, priority disputes with other banks, and fraud investigations and cases.  We also assist with mergers and acquisitions, securitization transactions, traditional borrowing structures, swap and derivative transactions, and taxable and tax-exempt commercial paper and bond transactions.

Lewis Thomason also represents secured and unsecured creditors in commercial and consumer matters under all chapters of the Bankruptcy Code.  We have helped banks, finance companies, retailers, wholesalers, manufacturers, service companies, and other businesses and individual creditors in the private sector, as well as municipalities and the FDIC.  Our experienced attorneys litigate over claims, the confirmation and dischargeability of plans, defense-of-preference actions, and reorganization.

Franchise and Leasing

Lewis Thomason’s national franchise law team represents franchisees in many major chains across the United States.  Our attorneys represent both franchisors and franchisees, providing counsel on matters related to contract drafting and revision, financing, acquisition of other franchisees, intellectual property and branding disputes, construction and local zoning compliance, and employee relations.

Our attorneys also have extensive experience in drafting, negotiating, and enforcing leases for real property.  Our clients include shopping center and subdivision developers, buyers and sellers of real estate, commercial and residential landlords and tenants, title insurance companies, and others.

Small Business Representation

Opening a small business involves taking risks, so Lewis Thomason’s small business team focuses on all aspects of daily operations to help minimize risks and enable our clients to focus on improving their margins.  From advising clients on the appropriate organizational structure for their business to managing the start-up or dissolution of the business, we are equipped to handle a wide variety of small business needs.  Our extensive experience with drafting and revising employment agreements, non-compete agreements, nondisclosure agreements, and all other documents that small businesses typically need in their operations have guided several enterprises to successful bottom lines.

Taxation

Lewis Thomason’s tax attorneys provide sophisticated federal and state tax advice to clients across Tennessee and the United States, in both transactional and litigation contexts.

For example, we help with individual income tax planning, including the Hall income tax, and property taxes; complex estate planning, including business succession, estate and gift taxes, and income taxes; business tax planning, including entity choice and formation, mergers and acquisitions, real estate and other capital investment considerations, and compensation issues; tax compliance, including franchise, excise, sales, and use taxes, and complex audits; representation during the examination of returns and collection of delinquent tax debts; and international tax compliance and enforcement.

We also provide litigation counsel in criminal tax matters, administrative appeals, and other tax-related cases in state and federal courts, the Internal Revenue Service, and state taxing authorities.  Lewis Thomason attorneys are experienced at preparing offers in compromises, installment agreements, and requests for penalty and interest abatements, and navigating due process hearings during the collection phase.  Our clients have also prevailed before the IRS and state taxing authorities on petitions for removal of federal and state tax liens and levies.

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