1 two ravinia drive, suite 1200, atlanta, ga phone: (770) fax: (770) MENDENFREIMAN LLP is a boutique law firm that has worked with emerging, as well as established and successful, companies in Atlanta and across the Southeast since Our attorneys have more than 150 years of collective experience, taking companies through the business lifecycle from birth through growth, to successful and continuous operation or sale. We serve as outside general counsel to our business clients, assisting them with business formation, tax planning and structuring, joint ventures, mergers and acquisitions, employee compensation and retention plans, business succession planning, commercial real estate, and general business contracts. We also have a full-service estate planning, wills, trusts, probate and fiduciary representation practice. Siavage Law Group is the emerging company practice of MENDENFREIMAN LLP. Siavage Law Group combined with MENDENFREIMAN LLP in early Siavage Law Group is focused on corporate and commercial representation of emerging companies to large-cap companies, both in transactional representation and day-to-day business matters, including structuring, intellectual property protection and licensing, complex strategic deals, mergers and acquisitions, ERISA and executive compensation. The Siavage Law Group attorneys also focus on the electronic payments industry, where we counsel clients on mergers and acquisitions, strategic alliances, and commercial matters. MENDENFREIMAN LLP Siavage Law Group serves a cross-section of business industries, including automobile dealer, franchise, distribution and manufacturing industries, as well as electronic payments, technology, software, software as a service, hardware, reseller, distributor, healthcare and services sectors. ATTORNEY BIOGRAPHIES George D. Menden, a founding partner of MENDENFREIMAN LLP, has received an AV rating from the Martindale- Hubbell Law Directory (the highest rating available) 1, indicating that his professional colleagues rate his legal ability as Very High to Preeminent. His peers have selected him multiple times as one of Georgia Trend Magazine s Legal Elite, one of Georgia s Super Lawyers, and as a Five Star Wealth Manager. Mr. Menden earned his Juris Doctor, cum laude, from Brigham Young University in 1985 and a Bachelor of Science in Accounting, with honors, in Mr. Menden is a certified public accountant. He is a frequent speaker and guest lecturer at various estate planning and taxation seminars in the Atlanta area. Lawrence H. Freiman, a founding partner of MENDENFREIMAN LLP, received his J.D./M.B.A. degree, with highest honors, from the University of Florida in 1993 and a Bachelor of Arts in Economics, magna cum laude, from the State University of New York at Albany in Mr. Freiman has earned an AV rating from the Martindale- Hubbell Law Directory 1 indicating that his professional colleagues rate his legal ability as Very High to Preeminent. His peers also previously selected him as one of Georgia Trend Magazine s Legal Elite and one of Georgia s Super Lawyers. He has served as the Chief Tax Editor of the Florida Law Review and earned a number of academic achievement awards in his law and business endeavors, including the honorary Order of the Coif, Beta Gamma Sigma and Matherly Scholarship. He has served as a board member for the Estate Planning Council of North Georgia and the Atlanta Chapter of the Society of Financial Service Professionals and has lectured to various groups on tax, estate planning and charitable giving. 1 An AV rating from the Martindale-Hubbell Law Directory is the highest rating possible, and indicates professional colleagues rate legal ability at very high to preeminent.
2 Janet E. Fortune (retired), a partner of MENDENFREIMAN LLP, graduated from Emory University School of Law with a Juris Doctorate degree in 1980, and a Bachelor of Science degree, cum laude, from Ohio University, Athens, Ohio. Mrs. Fortune completed extensive master s level course work in counseling psychology at the University of Toledo and Georgia State University. She was the in-house Trust Counsel at Wachovia Bank Trust Department. In 1991, she was a founding member of the law firm of Becker & Fortune LLP, and she is rated AV, (the highest rating given) 1 by Martindale-Hubbell Law Directory. Her peers previously selected her as one of Georgia s Super Lawyers. Mrs. Fortune has years of practical experience in the administration of trusts, estates, and the legal questions surrounding their drafting and management and speaks on estate planning matters to other estate planning professionals. Paige P. Baker, a partner of MENDENFREIMAN LLP, received her undergraduate degree, cum laude, in Accounting from the University of Florida and her Juris Doctor degree, cum laude, from the Georgia State University College of Law. She was recognized in 2001 as the Most Outstanding College of Law Tax Student and was awarded a Graduate Tax Research Assistant position in her second year of law school. She was admitted to the Georgia Bar in Mrs. Baker has previously been recognized as a Georgia Rising Star by Law & Politics Magazine and was selected as one of Georgia Trend Magazine s Legal Elite. A former tax accountant, Paige specializes in the areas of business succession planning, business transactions and governance with a particular emphasis on franchises, estate and trust planning and estate administration. Michael R. Siavage, the founding partner of Siavage Law Group and a partner of MENDENFREIMAN LLP Siavage Law Group, has enjoyed a distinguished career in public service, private industry and private practice and has served as General Counsel to two public companies prior to entering private practice. He has participated in corporate transactions, representing both companies and investors, involving well over 100 emerging companies in connection with their Series A, B, C, and later venture capital investments and liquidity events. A frequent lecturer and writer on subjects related to technology growth companies, Mr. Siavage has lectured at numerous Atlanta locations and institutions, including the J. Mack Robinson College of Business at Georgia State University, the Goizueta School of Business at Emory University, the Tiger Program of Emory Law School and the Georgia Institute of Technology and the Cap Ventures Program of ATDC and TAG. In 2004, he founded Siavage Law Group in order to serve the specialized interests of emerging technology companies. His practice focuses on the general counseling of technology and other companies and investors. Mr. Siavage earned his undergraduate degree at Rutgers University and his Juris Doctor at Seton Hall University. Marc C. D Annunzio, a partner of MENDENFREIMAN LLP Siavage Law Group, earned his Juris Doctor, cum laude, from the University of Michigan Law School and his Bachelor of Arts in Economics and History, with distinction, from the University of Michigan. His peers have selected him multiple times as a Rising Star among Georgia s Super Lawyers. Mr. D Annunzio specializes in complex corporate transactions, including mergers and acquisitions (both buy- and sell-side), joint ventures (including cross-border) and strategic alliances and relationships, as well as general corporate and commercial counseling for small- and mid-size companies. While his experience spans a wide range of businesses, Mr. D Annunzio has particularly extensive experience representing companies in the electronic payments industry, especially banks and transaction processors, in a range of corporate and commercial transactions both in the U.S. and abroad. To this end, he has been named as a Certified Payments Professional by the Electronic Transactions Association, one of the foremost organizations representing the payments industry. Frances-Ann Moran, counsel at MENDENFREIMAN LLP Siavage Law Group, received her Juris Doctor from Duke University School of Law and her Bachelor of Arts in Economics and English Literature from Meredith College. She focuses her practice on executive compensation, incentive compensation, qualified pension and welfare benefit plans and corporate compliance. Her compensation practice includes working with clients both public and private, as well as foreign-based companies and individual executives to design and maintain equity and cash compensation arrangements, performance-based incentive programs, executive employment, change in control and severance contracts, and deferred compensation plans. She advises companies and compensation committees on corporate governance requirements associated with executive compensation design as well as securities law, national stock exchange regulations, and tax law requirements related to executive compensation. Ms. Moran s qualified plans practice includes assisting clients with fiduciary compliance, benefit issues that arise in corporate transactions, and plan correction programs. She is frequently consulted by clients on benefits management strategy. Ms. Moran is also an Educator with Duke Corporate Education, continuing her pre-legal career work in leadership and organizational behavior by developing and delivering customized experiential learning methodologies for customized executive education programs.
3 Megan L. Richards, a senior associate of MENDENFREIMAN LLP, received her Juris Doctor, magna cum laude, from Tulane Law School in 2003, her LL.M. in Taxation from University of San Diego School of Law in 2004 and a Bachelor of Arts in History, magna cum laude, from California State University, Long Beach in As a student at Tulane, Ms. Richards earned a number of academic achievements awards, including membership in the honorary Order of the Coif and a position on the Tulane Law School Moot Court Board. She is a member of the philanthropic Junior League of Atlanta. Her peers recently selected her as a Rising Star among Georgia s Super Lawyers and she has been recognized as one of Georgia Trend Magazine s Legal Elite. Ms. Richards is exceptionally strong in research, analysis, creative problem solving and bringing complex tax and estate issues to a successful resolution. Nathan T. Johns, a senior associate of MENDENFREIMAN LLP, received his undergraduate degree, magna cum laude, in Accounting from the University of Georgia in 1999; his Masters of Accountancy from the University of Georgia in 2000; and his Juris Doctor from the University of Georgia School of Law in He is a member of the American Bar Association, the Georgia Bar Association, the Atlanta Bar Association, the Atlanta Estate Planning Council, the Brookhaven Chapter of Business Network International, and REAL Professionals Network. He was recently selected as one of Georgia Trend Magazine s Legal Elite. Mr. Johns concentrates in the areas of commercial real estate and finance, business transactions and governance, business succession and estate planning. He is licensed to practice law in both Georgia and Florida. Kara R. Williamson, an associate of MENDENFREIMAN LLP Siavage Law Group, received her Juris Doctor, cum laude, from Georgia State University and her Bachelor of Arts in Economics and Business, cum laude, from Agnes Scott College. While at Georgia State University, Mrs. Williamson was heavily involved in the Association of Women Law Students and served as its Secretary, Vice President and President. Before attending law school, she worked in the Credit and Risk Management Department at the Federal Reserve Bank of Atlanta for five years. Her practice focuses on mergers and acquisitions, debt and equity financing, and general corporate governance and counseling. Her work has included acquisitions of physician groups, hospitals and other health care service companies, health care finance and the representation of hospitals, home health companies, laboratories and health care service companies in general corporate work and mergers and acquisitions. Allison S. Cook, an associate of MENDENFREIMAN LLP, received her Juris Doctor, cum laude, from Georgia State University College of Law in 2009 and her Bachelor of Science in Economics with Finance Applications from Southern Methodist University in While at GSU, Mrs. Cook was the recipient of the American Bankruptcy Institute Medal of Excellence Award for the Top Student in Bankruptcy (2008) and the CALI Award Winner in Corporations. Her peers recently selected her as a Rising Star among Georgia s Super Lawyers and as one of Georgia Trend Magazine s Legal Elite. Mrs. Cook focuses her practice in the areas of general corporate representation, business formation and structuring, debt and equity financing transactions, employment law, securities compliance, mergers and acquisitions and a wide range of other corporate and commercial matters. Amanda H. Klier, an associate of MENDENFREIMAN LLP, received her Juris Doctor from Syracuse University College of Law in 2007 and her Bachelor of Arts, cum laude, in Mass Communications from Quinnipiac University in While at Syracuse, Mrs. Klier was a Student Attorney in the Low Income Taxpayer Clinic, President of the Tax Society, and Research Assistant to the Senior Associate Dean. She also earned certificates in estate planning and family law. Her peers recently selected her as a Rising Star among Georgia s Super Lawyers. Mrs. Klier focuses her practice on the administration of trusts and estates.
4 COMPARISON OF ENTITY CHOICES ENTITY CONTROL LIABILITY TAXES SOLE PROPRIETORSHIP GENERAL PARTNERSHIP LIMITED PARTNERSHIP CORPORATION LIMITED LIABILITY COMPANY SINGLE MEMBER LIMITED LIABILITY COMPANY Sole Proprietor has total control of business and complete share of profits. Management and profits shared between partners per the terms of the Partnership Agreement. General and Limited partners share in control and profits of the partnership per the terms of the Partnership Agreement. Shareholders: ownership rights & elect directors. Directors: govern general affairs and appoint officers. Officers: manage business operations. Members share profits per Operating Agreement which specifies management procedures. May be managed by the sole Member or by Manager(s). Profits will belong to sole Member. All of Sole Proprietor s personal and business assets are at risk. General Partners are generally liable for obligations of General Partnership and tort damages incurred by other General Partners. Limited Partners: not personally obligated for liabilities of partnership. General Partners: same as partners in General Partnership. Neither officers, Directors or Shareholders are liable for debts incurred by the Corporation or torts committed in conducting the Corporation s business. Generally, Members risk only their investment in the LLC. Generally, sole Member risks only his/her investment in the LLC. Taxes reported on Sole Proprietor s tax return. Pass-Through Entity. Each general partner is taxed directly upon his/her share of profits. Pass-through entity. Each partner is taxed directly upon his/her share of profits. Double-taxation unless S Corporation, which is a Passthrough entity akin to a General Partnership. May be taxed as Partnership or Corporation, depending upon the election filed with the IRS. Generally a disregarded entity taxable to the sole Member. May elect to be taxed as a Corporation. FORMAL ORGANIZATION No formal organization. Simply begin conducting business. Yes but no filing with Secretary of State Yes. LPs are organized through the Secretary of State. Yes. Corporations are organized through the Secretary of State. Yes. LLCs are organized through the Secretary of State. Yes. All LLCs are organized through the Secretary of State. ADMINISTRATION No administrative requirements other than obtaining business license and registering trade name. No formal administrative requirements other than obtaining proper licenses and permits. The rights of the Partners are defined through a Partnership Agreement. Registration requirements similar to corporations, but less burdensome record-keeping requirements. Formal incorporation process and annual registration with Secretary of State. Comprehensive recordkeeping and tax filing requirements. Similar to Corporation s requirements with regard to formation and operation. Similar to Corporation s requirements with regard to formation and operation. In accordance with the disclosure rules of Internal Revenue Service Circular 230, the content of this letter was not intended or written to be used and cannot be used for purposes of avoiding tax penalties, nor for purposes of promoting, marketing, or recommending to another party an arrangement involving any tax-related matters addressed herein.
5 Exhibit A 2014 Hourly Rates George D. Menden Lawrence H. Freiman Janet E. Fortune Michael R. Siavage Marc C. D Annunzio Paige P. Baker Frances-Ann Moran Megan L. Richards Nathan T. Johns Allison S. Cook Kara R. Williamson Amanda H. Klier Anne H. Goehring (paralegal) Rebecca J. Barnes (paralegal) Ellen E. Campbell (paralegal) Amanda P. McDaniel (paralegal) Candice L. Wheeler (legal assistant) Dina E. Guevara (legal assistant) Johnnie L. Hooper (legal assistant) Joy A. Smith (legal assistant) $540 per hour $490 per hour $480 per hour $480 per hour $480 per hour $440 per hour $375 per hour $370 per hour $350 per hour $340 per hour $325 per hour $310 per hour $260 per hour $260 per hour $260 per hour $250 per hour $150 per hour $150 per hour $150 per hour $150 per hour
6 two ravinia drive, suite 1200, atlanta, ga phone: (770) fax: (770) DIRECTIONS TO OUR OFFICE TRAVELING I-285 WESTBOUND 1. Exit Ashford-Dunwoody Road. Turn right at the light onto Ashford-Dunwoody Road. 2. Stay in the right lane. Turn right at the second traffic light onto Ravinia North (first light after the Starbucks). 3. Turn right again at the first opportunity (50 ft. after the light) and follow the sign to Visitor Parking. 4. Go down the hill past the first building on your left and turn left between Ravinia One (the first building) and Ravinia Two. 5. Go straight then turn right into the Ravinia Two Visitor Parking Garage. 6. Pass the first gate on your left and proceed through the second gate into the garage and park. 7. To reach our building, proceed back toward the parking entrance and follow the breezeway past the elevators to the front of Ravinia Two. 8. Enter the Ravinia Two lobby and proceed to the furthest elevator bank to take the elevator to the 12 th floor, Suite TRAVELING I-285 EASTBOUND Exit Ashford-Dunwoody Road. Turn left at the light onto Ashford-Dunwoody Road. Follow the directions described for Traveling I-285 Westbound starting at #2. TRAVELING GA-400 NORTH or SOUTH Take I-285 East. Exit Ashford-Dunwoody Road. Turn left at the light onto Ashford-Dunwoody Road. Follow the directions described for Traveling I-285 Westbound starting at #2.
7 confidential two ravinia drive, suite 1200, atlanta, ga phone: (770) fax: (770) BUSINESS FORMATION CLIENT QUESTIONNAIRE This Business Formation Client Questionnaire is the first important step in the process of identifying the needs of your new business entity. Please print clearly and take care to answer all of the questions fully. Use the space provided, and if additional space is needed, use the Supplemental Information section at the end of this Questionnaire for any comments or additional information you would like to provide. If you are unsure of an answer, please provide us with as much information as you can. We will rely on much of the information provided to us in the Questionnaire in advising you on your business and related matters. We look forward to meeting with you! Please return the completed Questionnaire in advance of the meeting date.
8 BUSINESS FORMATION CLIENTQUESTIONNAIRE CONTACT INFORMATION FOR KEY PERSON (If more than one key person, please duplicate page to provide additional contact information.) Full Name Nickname Date of Birth Social Security Number Home Phone Number Office Phone Number Fax Number Cell Phone Address Second Address BUSINESS ADDRESS: HOME ADDRESS: Street Address City County State Zip Street Address City County State Zip GENERAL 1. Type of Business: 2. Proposed names of business entity: a) b) c) 3. Will the entity conduct business in another state? 4. Will you need an Employer Identification Number? 5. What is the maximum number of employees expected in the next 12 months? MENDENFREIMAN LLP, All Rights Reserved 2
9 6. What are the current assets of the proposed business (if any)? 7. Will you seek financing for the business start up? IDENTIFICATION OF KEY PARTIES 1. Please list the names and desired ownership percentages of the Shareholders, Members or Partners: Owner / Shareholder % of Ownership 2. If your business entity will be a corporation, please list the names of the proposed Board of Directors: 3. Please list the names of the desired officers (if applicable): Name Title President / CEO Vice President Secretary Treasurer Manager Manager Other (please specify: ) 4. If your business entity will be an LLP or LLLP, please list the Partner(s): MENDENFREIMAN LLP, All Rights Reserved 3
10 PREPARATION FOR BUSINESS FORMATION 1. Have you discussed choice of entity or business formation issues with another advisor (such as your CPA)? If so, please explain: 2. Please list any documents that are relevant to the formation of your business entity. Please provide us with copies of these documents. QUESTIONS TO CONSIDER PRIOR TO CONFERENCE Prioritize the following. You can choose the most important to you or rank all five. 1 = most important, 5 = least important. Protection of assets Ease of ongoing administration Control of business Tax efficiency/ savings Simplicity SUPPLEMENTAL INFORMATION If there are any other items that you think are significant and should be reflected in this questionnaire, please state the details: MENDENFREIMAN LLP, All Rights Reserved 4