Wilson Bennett LLC

LEGAL ALERT - NON-SOLICITATION OF EMPLOYEES (Georgia) As anticipated (based on the Justices' questions during oral arguments), the Georgia Supreme Court has unanimously overruled the lower court's determination that employee non-solicits require an express geographic limitation. N. Am. Senior Benefits v. Wimmer, ____ Ga. ____ (2024). Ultimately, the Georgia Supreme Court has returned Georgia businesses to where they thought they were...they can protect their employee relationships wherever located (provided that is "reasonable" under the cirmstances, and subject to out-of-state law where applicable, of course)...employee non-solicitation provisions can have IMPLIED geographic scope, which is how English (and the law) works absent an express requirement to the contrary. If you've nevertheless not had your restrictive covenant agreements reviewed by an attorney in the past few years (if ever!), now is a good time to do so while it is on your mind. Wimmer at least increases the chances that your agreements are okay, but better to know in advance.

LEGAL ALERT - NON-COMPETITION AGREEMENTS Yesterday, the judge in the Ryan case (Texas, federal court) extended her prior ban on the FTC rule to have nationwide effect. So as it currently stands, the FTC ban will NOT go into effect on September 4 as was originally scheduled (meaning that, for now, non-compete agreements will remain in force as drafted). The FTC may appeal, but that will take time. Also, the current wisdom is that (a) if Trump wins the Presidency in November, the FTC rule will be revoked in the new year and (b) regardless of who wins the Presidency, if the Ryan case goes to the U.S. Supreme Court, they will uphold the lower court’s decision, thus maintaining the ban on the FTC rule. So if you are an employer with non-compete agreements or an employee under non-compete agreements, the effect of those agreements currently remain unaffected by the FTC rule. Of course, the laws of your particular state still apply, so if you have any questions about the enforceability of your agreements, you should seek appropriate counsel.

LEGAL ALERT—ESTATE PLANNING (federal) Things we don’t see too often: a UNANIMOUS Supreme Court overturning a case that is less than 20 years old. If you meet ALL the following descriptors, you should schedule an appointment with your estate planning attorney ASAP: ·??????You own a business entity ·??????There are other owners of your business entity ·??????You have a “buy-sell” agreement triggered when an owner dies ·??????The entity (not the other owners) would buy the decedent’s shares ·??????You have or plan to use insurance to fund the buyout Last month, the US Supreme Court handed down a unanimous decision that has flown under the radar—Connelly v. US. The short version is that two brothers had the above scenario (which is very common with closely held businesses). One brother died, and the company used the insurance proceeds to buy the stock. So far so good. Relying on a 2005 case and various other authority (and frankly, per what’s been done in the industry for decades), the surviving brother netted out the entity’s receipt of life insurance proceeds against the entity’s obligation to pay the proceeds when it redeems the stock. But the Court unanimously determined that this was incorrect. Rather, the life insurance proceeds increased the value of the company (and thus the value of the decedent’s shares), and the company’s obligation to pay the funds when buying the shares back did NOT reduce the value of the company (thus also not the value of the decedent’s shares). Result: an extra $890,000 in estate tax had to be paid to the IRS. This is a rather seismic shift for estate planners. So if you are in the above situation, odds are good that your plan isn’t. As the Court noted, there are other techniques out there that solve this problem. They have their own ups and downs, of course, but better to have those explained to you so that you can decide what works best for you instead of having an unexpected (and otherwise potentially avoidable) estate tax bill.

Attended oral arguments at the Georgia Supreme Court a few weeks ago. The topic du jour? Employee non-recruitment covenants (aka employee non-solicitation covenants aka no-hire covenants aka anti-piracy covenants...but what's in a name...). Some of you may remember our prior post regarding the Wimmer case. There, the Court of Appeals held that employee non-recruitment covenants under Georgia's current statutory regime requires an express geographic limitation to be enforceable. And as every lawyer (and you covenant-nerdy non-lawyers...we know you're out there) reading this knows, employee non-recruitment covenants never have express geographic limitations! Thankfully, the GA Supremes took up the mantle. All the Justices had great questions...really great, actually...quite an impressive bench we have. Anyway, unless they were all playing Devil's Advocate (er, Devil's Jurists?), I believe they will overturn the decision and hold that an express geographic limitation is not required. Again based on their questioning, there are at least three avenues they can take to get there. But I won't bore you with those details.* I wonder which of them they will choose.... We won't have long to find out, though, so stay tuned! --RHB *The ultra-curious among you can watch the oral arguments on the Court's website so see the various points the Justices raise on why the lower court may be wrong. And the ultra-eagle-eyed among you can spot a piece of yours truly at camera edge...not that you can really tell its me...ah, well, I'll get my 15 minutes some other day....

FOR IMMEDIATE RELEASE Wilson Bennett LLC Welcomes Richard G. Gaalema to the Firm [Alpharetta, GA, January 1, 2024] – Wilson Bennett LLC proudly announces the addition of Richard G. Gaalema to its esteemed team of legal professionals. Richard joins the firm as a Partner, bringing a wealth of experience and a stellar track record in the field of SBA loans and commercial real estate. With an illustrious career spanning over 28 years, Richard Gaalema has consistently demonstrated an unwavering commitment to legal excellence and a deep passion for serving his clients with integrity and dedication. His arrival at Wilson Bennett marks a significant milestone in the firm's continued growth and commitment to delivering exceptional legal services. Commenting on Richard’s appointment, founding partner Richard Bennett shared his excitement about Richard Gaalema joining the firm: “I have known Richard for about 25 years, and he and I worked at the same firm for 16 of those. I’m so happy that we’ll be able to work together at the same firm again. Richard brings extensive knowledge about areas of law that no one else at Wilson Bennett has any background in, and Richard brings great energy to the firm. Everybody likes him!” Chris Wilson also expressed enthusiasm about the new addition: "We are thrilled to welcome Richard to our team at Wilson Bennett. His exceptional legal acumen and proven leadership will undoubtedly bolster our capabilities and further enhance the outstanding service we provide to our clients.” Richard Gaalema also shared his excitement about joining Wilson Bennett LLC: "I am honored to join Wilson Bennett LLC, a firm of attorneys known for their commitment to excellence with a client-centered approach. Of course, I’ve known Richard Bennett for many years, and when he described how things were developing at Wilson Bennett, I wanted to be a part of that. I look forward to contributing to the firm's success and working alongside such a talented group of legal professionals." Richard Gaalema's expertise in SBA lending perfectly complements the diverse range of services offered by Wilson Bennett LLC. His arrival signifies the firm's dedication to providing comprehensive legal solutions and maintaining its position as thought leaders in the legal industry. Wilson Bennett LLC looks forward to leveraging Richard Gaalema's extensive experience and knowledge for the benefit of its clients, further strengthening the firm's position as a trusted legal partner. About Wilson Bennett LLC: Wilson Bennett LLC is a law firm dedicated to providing exceptional legal services to businesses and business owners, especially in the areas of Mergers & Acquisitions, SBA Lending, Commercial Real Estate, and Corporate Governance. With a commitment to excellence, integrity, and client satisfaction, the firm continues to set the standard for legal representation in Georgia. ?