What Qualifies As LLC Member Deadlock Under Georgia Code 14-11-603?
When Georgia LLC Members Reach an Impasse: The Statutory Standard That Actually Controls Key Takeaways: Georgia law contains no standalone "deadlock" test for dissolving an LLC; under O.C.G.A. § 14-11-603(a), a court may dissolve an LLC only when it is not reasonably practicable to carry on the business in conformity with the articles of organization […]
Tortious Interference With Contract In Georgia: The 4 Elements Explained
When a Competitor Blows Up Your Contract: Understanding Georgia’s Business Interference Claim Key Takeaways: Tortious interference with contract in Georgia generally requires four elements: improper action without privilege, purposeful and malicious intent, actual inducement of a third party’s breach, and proximate cause with resulting damages. Because Georgia treats interference as a tort rather than a […]
What Is Piercing The Corporate Veil Under Georgia Law?
When Limited Liability Stops Protecting Georgia Business Owners Key Takeaways: Piercing the corporate veil under Georgia law is a narrow equitable remedy letting a court disregard a corporation’s or LLC’s separate existence and impose personal liability on owners who treated the entity as an alter ego. O.C.G.A. § 14-11-303 shields LLC members, managers, agents, and […]
What Is A Change Of Control Clause Under Georgia Contract Law?
Why Ownership Changes Can Quietly Rewrite Your Contract Rights Key Takeaways: A change of control clause gives a party consent, notice, termination, acceleration, or renegotiation rights when ownership or voting control of the other party shifts through a merger, stock sale, board turnover, or asset sale. Under Georgia law, such a shift is generally not […]
How To Cancel A Notice Of Lis Pendens In Georgia Under OCGA 44-14-610
Clearing a Clouded Title: The Statutory Path to Removing a Recorded Lis Pendens Key Takeaways: Georgia law provides two statutory routes to cancel a recorded notice of lis pendens. Under OCGA § 44-14-610(a)(2), anyone with a legal or equitable interest may intervene and object; the court must rule within 60 days unless extended, and if […]
How To Defend An Earnout Claim As A Buyer Under Georgia Law
When a Seller Sues Over a Missed Earnout: The Buyer’s Playbook in Georgia Key Takeaways: Defending an earnout claim in Georgia begins with the acquisition agreement’s text, since these disputes are contract cases first and negotiated language typically controls before any fairness argument. A missed milestone alone rarely proves breach: where the agreement uses a […]
What Is A Writ Of Fieri Facias In Georgia And How Does It Work?
Turning a Georgia Money Judgment Into Actual Recovery Key Takeaways: A writ of fieri facias ("fi. fa.") in Georgia is the execution issued by the clerk after a money judgment, authorizing a sheriff to levy on and sell a debtor’s property. Recording the writ on the general execution docket in the county where property sits […]
What Is A Supersedeas Bond In Georgia And When Is It Required?
Protecting Your Position While a Georgia Appeal Is Pending Key Takeaways: A supersedeas bond in Georgia is security posted with the trial court to suspend enforcement of a civil judgment during an appeal, but it’s not automatically required. Under O.C.G.A. § 5-6-46(a), filing a notice of appeal and paying all trial court costs generally acts […]
What Is Successor Liability In A Georgia Asset Purchase?
Buying Assets in Georgia Without Inheriting the Seller’s Debts Key Takeaways: Successor liability may let creditors or the State of Georgia pursue a buyer for the seller’s obligations, even though the default rule in an asset purchase is that liabilities stay with the seller. Georgia’s O.C.G.A. § 48-8-46 requires a dealer selling or quitting a […]
Choosing Between Litigation and Arbitration in Your Commercial Contracts
Every commercial contract carries the potential for disagreement. Whether the dispute involves payment issues, breach of contract, partnership conflicts, or failed transactions, how those disagreements are resolved can significantly impact your business. One of the most important decisions made during contract drafting is selecting the method for resolving future disputes. Many commercial agreements include a […]