All too often, partners or shareholders get into disputes, terminate their businesses, corporations and partnerships and go their separate ways. Frequently, there are difficult issues to resolve such as allocating available assets, paying off liabilities and debt, rectifying fraudulent or unfair activities by one or more of the partners. In Mississippi, shareholders of small, closely held businesses owe a heightened duty to their fellow shareholders to act in good faith. They also owe a duty not to individually take advantage of, or "USURP" opportunities which should first have been presented to the corporation. Mississippi's corporate laws may help to resolve those disputes. Careful business planning on the front end can save legal costs later. For instance, a well drafted Buy-Sell Agreement or Shareholder Agreement should spell out in detail how the parties would handle the dissolution of the business or partnership. Our attorneys are very experienced in these matters.
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Business Transactions

We represent individuals and businesses both in the acquisition, sale and/or merger of other businesses. Critical decisions revolve around the structure of the deals. For instance, a transaction may be structured as a stock purchase or an asset purchase. There are significant tax implications depending on the structure of the transaction. Due diligence is often necessary to analyze and evaluate the prospects for the business being acquired and contracts will need to be prepared detailing the terms of the transaction. The avoidance of unforeseen problems and liabilities is of paramount importance. There are many other potential financing and banking issues to be addressed in any business transaction. You should be well advised before signing ANY document.
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Construction Law

Construction law is concerned with the relationships created when buildings, roads and other structures are constructed or repaired. The main sources of construction law are the agreements made by the various parties to a construction contract or project. The law on construction projects and construction contracts is a hybrid of laws gathered from contract law, commercial transaction law, laws on occupations and professions, and laws on liens and bonds. These laws mainly consist of written statutes enacted by legislatures and court opinions.

Administrative agency regulations also play a part in construction law. Some of the agencies most commonly involved with construction law include zoning boards, the state departments of environmental protection, and local offices of the building inspector.

Construction contracts are governed by the contract terms and by federal, state and local laws and regulations. Construction contracts create numerous relationships. The usual parties to a construction contract and/or project include the owner of the property; architects, engineers, and consultants to the owner; the financial institutions that advance money to fund the purchase of property or the construction of the property; the general contractor, subcontractors, and suppliers; and sureties that bond the contractor. Each of these parties has rights within the contractual relationship, as well as duties to the other parties.

We are experienced in a variety of construction related legal issues, representing general contractors, subcontractors, engineers, architects and owners. We also handle contract drafting and review, payment disputes, and various litigation involving the construction profession.
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Contracts

Contracts are agreements with specific terms between two or more persons or entities in which there is a promise to do something in return for a valuable benefit known as consideration. Since the law of contracts is at the heart of most business dealings, it is one of the three or four most significant areas of legal concern and can involve variations on circumstances and complexities. The creation of a valid contract requires the following elements: a) an offer; b) an acceptance of that offer which results in a meeting of the minds; c) a promise to perform; d) valuable consideration (which can be a promise or payment in some form); e) a time or event when performance must be made; f) terms and conditions for performance, including fulfilling promises. Contracts can generally be either written or oral, but oral contracts are more difficult to prove and there are certain types of contracts which must be in writing to be enforceable, such as contracts to transfer real property. A well drafted contract spells out the terms in a complete and unambiguous manner, which is easily understood. In Mississippi, unclear or ambiguous contracts are typically resolved against the drafter. The "small print" can make all the difference. Be sure you understand a contract fully BEFORE signing it to avoid expensive litigation later.
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Environmental Law / Natural Resources / Forestry

This area encompasses state and federal statutes intended to protect the environment, wildlife, land and beauty, prevent pollution or over-cutting of forests, save endangered species, conserve water, develop and follow general land-use plans and prevent damaging practices. These laws often give individuals and groups the right to bring legal actions or seek court orders to enforce the protections or demand revisions of private and public activity which may have detrimental effects on the environment. The members of this firm have experience in representing landowners in the protection of their private ownership rights when faced with governmental regulation or encroachment or threats from other parties attempting to limit a landowner's private property rights.
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General Business and Corporate Law

A corporation is a legal entity created through the laws of its state of incorporation. Individual states have the power to establish laws relating to the creation, organization and dissolution of corporations. Many states follow the Model Business Corporation Act as does Mississippi. Corporation laws require articles of incorporation to document the corporation's creation and to provide provisions regarding the management of its business affairs. These statutes also operate under the assumption that each corporation will adopt bylaws to define the rights and obligations of officers, persons and groups within its structure.

There has also been a significant component of Federal corporations law since Congress passed the Securities Act of 1933, which regulates how corporate securities are issued and sold. Federal securities law also governs requirements of fiduciary conduct such as requiring corporations to make full disclosures to shareholders and investors.

The law treats a corporation as a legal "person" that has standing to sue and be sued, distinct from its stockholders. The legal independence of a properly formed and maintained corporation prevents shareholders from being personally liable for corporate liabilities and obligations. It also allows stockholders to sue the corporation through a derivative suit and makes ownership in the company (shares) easily transferable. The legal "person" status of corporations gives the business perpetual life; deaths of officers or stockholders do not alter the corporation's structure.

Corporations are taxable entities that fall under a different scheme from individuals. Although ordinary "C" corporations have a "double tax" problem - both corporate profits and shareholder dividends are taxed - corporate profits are taxed at a lower rate than rates for individuals.

However, many smaller corporations elect to be taxed as Sub-chapter S corporations, which prevents the double taxation problem. Limited Liabilities Companies are an alternate form of organization which offers the members liability protection while avoiding corporate taxes, since for tax purposes as LLC is normally treated as a partnership, with "pass - through" tax treatment.

Depending on the purpose of the entity, different types of "corporate" entities may be preferable for tax reasons, liability reasons, and simplicity of operation. We can advise you on the best choice of entity to serve your needs and provide ongoing consultation in the proper handling of corporate matters.
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Health Care Law / Medical Malpractice Defense

Members of the firm have extensive experience and success in the defense of healthcare liability claims representing physicians, hospitals and primary care clinics throughout Mississippi. Areas of medicine in which members of the firm possess medical malpractice defense litigation experience include:

• Anesthesiology
• Blood/blood products
• Cardiology/cardiovascular surgery
• Emergency medicine
• Family medicine
• HIV
• Infectious diseases
• Internal medicine
• Nephrology
• Neonatology
• Neurology
• Neurosurgery
• Obstetrics
• Oncology
• Patients in persistent vegetative state
• Pathology
• Post-operative complications
• Pulmonary medicine
• Pediatrics
• Radiology
• Trauma
• Urology

Insurance Claims

The primary goal of insurance is to allocate certain risks of loss from an individual insured to a larger number of people. Each individual pays a "premium" from which losses are paid out. Regardless of whether the particular individual suffers the loss or not the premium is not returnable. Thus, when personal property is damaged, a building burns down, someone dies, or you became sick or injured, the loss is spread to the people contributing to the pool. In general, insurance companies are the safekeepers of the premiums. Oftentimes, however, an insurance company refuses to pay a claim for any various number of reasons, i.e., failure to pay a premium, claim arises outside the covered period, exclusions, alleged misrepresentations on the application. When this occurs, litigation is often necessary to resolve what is in essence a contract dispute. Because of its importance in maintaining economic stability, the government and the courts help regulate these companies to ensure fairness to both the consumer and the company. This law firm represents both insureds (consumers) and insurance companies in matters involving insurance claims.
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Outdoor Legal Issues

We can help you with land purchases, leases of hunting property, outdoor legal issues, hunting clubs, premises liability issues in outdoor settings, liability waivers, timber sales, legal formation of entities to hold land, partnership governance issues, hunting and tree stand accidents.
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Personal Injury

Monetary compensation can be awarded by a court in a civil action to an individual who has been injured or killed through the wrongful conduct of another party. Monetary damages attempt to measure in financial terms the extent of harm an individual has suffered as a result of another's actions. The purpose of damages is to restore an injured party to the position the party was in before being harmed. As a result, damages are generally regarded as remedial rather than preventive or punitive. However, punitive damages may be awarded for particular types of wrongful conduct. Before an individual can recover damages, the injury suffered must be one recognized by law as warranting redress and must have actually been sustained by the individual.

Personal injury or wrongful death claims typically involve physical injuries or death which are sustained by an individual due to the fault of another. Such injuries can be accompanied by physical pain and suffering, emotional distress, loss of enjoyment of life, loss of love and affection or even loss of life. Additionally, as a consequence of a personal injury, an individual may suffer from loss of wages and/or employment, past and future medical expenses, and other financial losses.

This law firm represents both plaintiffs and defendants in personal injury and wrongful death claims.
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Probate

Probate is the process of administering the estate of a deceased person according to the terms of a will or in accordance with Mississippi's laws of descent and distribution if there is no will. The first legal step is to file the purported will with the clerk of the appropriate court in the county where the deceased person lived or owned property, along with a petition to have the court approve the will and appoint the executor named in the will ( or if none is available, an administrator) it is also necessary to provide the Court an affidavit of a person who had witnessed the execution of the will. If the court determines the will is valid, the court then admits the will to probate. Probate is a general term for the entire process of the administration of estates of deceased persons, including those without wills, with court supervision. Unfortunately, wills are sometimes contested when a family member feels cheated, or believes the testator was of unsound mind at the time the will was executed, or was being unduly influenced to dispose of property in a preferential manner, such as to a caretaker child.

Probate includes notifying creditors of the estate that they must probate their claims or else have their claims forever barred. The beneficiaries therefore gain the peace of mind that someone will not show up years later with a claim against the estate. Probate is a well ordered statutory process. The role of the attorney is to assist the Executor/ Administrator to make the process proceed as efficiently as possible.
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Product Liability

The responsibility of manufacturers, distributors and sellers of products to the public is to deliver products free of defects which harm an individual. These can include faulty products designed for use in the home, drugs or pharmaceuticals or medical devises, products designed for use in the workplace, automobiles, food products, lawn and garden chemicals, specialty chemicals, appliances, childrens toys, machinery and mechanical equipment.
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Real Estate

We provide a full range of services to real estate clients, from the initial purchase of real property, to the development, financing and leasing stages, and through the sale or syndication of such real property.

While the firm handles all types of real estate transactions, purchases and sales of commercial real estate, real property leases, and construction and permanent real estate loans constitute a significant portion of the real estate practice. We also have extensive experience to offer developers of shopping centers, offices and apartments, casinos, planned unit developments and condominiums, along with experience in zoning, eminent domain, real estate syndications, title insurance, foreclosures, public trust tidelands and ad valorem taxations.
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Real Property

The term "Real Property" may include all land, structures, firmly attached and integrated equipment (such as light fixtures), anything growing on the land, and all "interests" in the property, which may include the right to future ownership (remainder), right to occupy for a period of time (tenancy or life estate), the right to drill for oil, the right to get the property back (a reversion) if it is no longer used for its current purpose, or an easement across another's property. Real property should be thought of as a bundle of rights which can be divided. It is distinguished from personal property which is made up of movable items.

We offer various legal services involving real property, including: title opinions, preparation of deeds, contract preparation and review, closings of purchases and sales of real estate, disputes involving real property, leases of real property; preparation of protective covenants and easements.
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Toxic Tort Litigation

Toxic torts involve personal or physical injuries and/or property damage to an individual as a result of contact with or exposure to chemical substances or foreign substances. Exposure to such substances can have a harmful or adverse effect to an individual or property causing them to suffer injuries. An individual or property can be exposed to such substances that are carried in the air, through water sources, food sources, pharmaceuticals and drugs, or by other means of direct physical exposure. Personal exposure can occur in the home, in the workplace, or in public places.

The members of this law firm have experience in the defense of industry in toxic tort cases as well as in the representation of individuals that have suffered personal injuries as a result of toxic exposure.
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Wills and Estate Planning

Estate planning is the process by which an individual or family arranges for the transfer of assets in anticipation of death. An estate plan aims to preserve the maximum amount of wealth possible for the intended beneficiaries and flexibility for the individual prior to death. A major concern for drafters of estate plans is federal and state tax law.

Wills and trusts are common ways in which individuals dispose of their wealth. Sometimes it will be useful to make inter vivos gifts (gifts made while the donor is alive) in order to minimize taxes. The Federal Gift Tax exempts certain levels of lifetime gifts.

Wills direct the disposition of a person's estate and can also provide guidance on such matters as who would serve as guardianship of minor children, who would serve as trustee of any trusts established via the will. In Mississippi, absent a will, one spouse's estate would pass to his/her surviving spouse and children in equal shares. Many couples have wills prepared leaving everything to their surviving spouses, and to the children equally in the event the spouse predeceases him/her.

Many clients, as part of their estate planning engagement, choose to have Durable General Powers of Attorney and Health Care Powers of Attorney prepared, specifying who would make business and healthcare decisions for them if they are ever unable to do so for themselves.

Estate planning is a complicated area of practice which requires us to understand your needs and wishes to make sure those objectives are accomplished.
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