George M. Taylor III. Partner Birmingham, AL. T: (205) Paralegal Judy Baker

Transcription

1 George M. Taylor III Partner Birmingham, AL T: (205) Paralegal Judy Baker Paralegal Ellen Prescott (205) Legal Secretary Janet Lang (205) Services Mergers & Acquisitions, Business & Succession Planning, Health Care, Private Equity & Venture Capital, Commercial & Corporate Finance, Commercial Real Estate Finance, Executive Compensation, Public Finance, Commercial Contracts, Business Formation, Corporate, Automotive, Employee Benefits & Executive Compensation, Health Care, International Law & Tax, Real Estate, Health Care Business, Governance & Transactional, George is the chair of the firm's Corporate Section, which consists of the Corporate and Tax Practice Group, the Banking and Real Estate Practice Group, and the Creditors' Rights and Bankruptcy Practice Group, encompassing lawyers from the entire five-state footprint of the firm. George maintains a practice focused on the financing and acquisition of business entities, with an emphasis in the healthcare, manufacturing and automotive sectors. His practice has included mergers and acquisitions of businesses throughout the southeast and in areas ranging from New York to California. A major portion of his practice is focused on representing clients in capital finance transactions, including both transactional work and work in the field of bond defaults and other troubled assets, and he regularly represents lenders in transactional work, particularly asset-based lending and commercial and industrial lending. George s practice focuses on representing corporate and commercial clients in financing, acquisition and general corporate transactions, with an emphasis on the automotive industry and health care entities. He has handled the acquisition and sale of numerous businesses, including automobile dealerships, manufacturing businesses, and hospitals and health care related entities. George also

2 advises corporate clients on issues pertaining to business and tax planning and was involved in the recent formation of a group within the firm to focus on succession planning for businesses. In addition to being part of the firm s Corporate Practice Group, George participates in the work of the Banking and Real Estate Practice Group because of his regular advice to corporate trustees on issues pertaining to bond and escrow transactions, including bond defaults, and his work in the field of assetbased lending. His professional activities in recent years have included serving as a member of the Board of Bar Examiners of the Alabama State Bar (examining in the field of Business Organizations), serving on the Editorial Board of the Alabama Lawyer (the official publication of the Alabama State Bar), and membership on the Negotiated Acquisitions Committee and the Securities Law Committee of the Section of Business Law of the American Bar Association. George presently serves as Chair of the Technology Committee of the Business Law Section. He is listed in the current edition of Who s Who in American Law and has been named a Leader in their Field since 2009 in Chambers USA, a highly regarded directory featuring client-led intelligence on America s leading lawyers for business. George was recently named by LawDragon Magazine as one of the 500 Leading Dealmakers in America, and is listed in The Best Lawyers in America, in the fields of Corporate Law and Mergers and Acquisitions. In addition, he was selected for inclusion in Alabama Super Lawyers and is listed in the current edition of Who s Who Legal, the International Who s Who of Business Lawyers in the field of Mergers and Acquisitions. George lectures frequently on various topics, including the acquisition and merger of business entities, successor liability in asset transactions and the use of arbitration clauses in reducing legal exposure. He served on the editorial board for the ABA publication, MODEL ASSET PURCHASE AGREEMENT WITH COMMENTARY, and is currently serving on the committee revising a prior publication, the MODEL STOCK PURCHASE AGREEMENT WITH COMMENTARY. Both publications have been recognized as influential sources for the drafting of acquisition documents. He is also a co-author of the recently published American Bar Association publication, THE M&A PROCESS: A PRACTICAL GUIDE FOR THE BUSINESS LAWYER, a guide to handling acquisitions. He moderated a panel at the ABA Business Law Section s 2007 Spring Meeting in Tampa, Florida, entitled Closing the Acquisition Pitfalls and Pendulums, and chaired a symposium at the ABA Convention in New York in 2008 on the subject of Due Diligence in the Digital Age, a topic encompassing not only use of technology in due diligence activities but also the use of extranets and other electronic tools to manage numerous areas of legal activity, from acquisitions to bond defaults to complex litigation. George addressed the Business Law Section of the American Bar Association in August, 2010, on the topic of The Model Stock Purchase Agreement: Changes in the Art and Science of Acquiring Businesses. George is the principal author of the BNA Corporate Practice Series portfolio on Negotiated Acquisitions, published in His most recent speaking engagement has been as chair of a panel presentation at the 2012 annual convention of the American Bar Association on the subject of Common Mistakes in M&A Transactions. George attended the University of the South, Sewanee, Tennessee, from 1971 through 1975 and received a Bachelor of Arts in Economics, summa cum laude, in May, Activities and honors in undergraduate school included Phi Beta Kappa, Omicron Delta Kappa, Who s Who Among Students, the Sewanee Ski and Outing Club, the Order of Gownsmen, Omicron Delta Epsilon, and the E.G. Richmond Social Science Prize. He attended Vanderbilt Law School from 1975 through 1978 and received the degree of Juris Doctor in June, Activities and honors at Vanderbilt Law School

3 included the Order of the Coif (limited to students in the top 10% of the class), the Editorial Board of the Vanderbilt Journal of Transnational Law, Phi Alpha Delta, the Jessup Moot Court Team, and the Moot Court Board. During law school he co-authored A Guide to Appellate Advocacy, the law school text for its appellate advocacy program. His senior thesis, Transnational Application of the Federal Securities Code was published in Following law school, he served as Law Clerk to The Honorable Frank H. McFadden, Chief Judge of the U.S. District Court for the Northern District of Alabama. He became associated with the firm of Burr & Forman in 1979 and became a partner in the firm in George has served a number of terms on the firm s Executive Committee, was the long-time chair of its Technology Committee, has recently served as Marketing Partner and is currently chair of the Corporate Section. Outside of the practice of law, George serves on the Boards of the Alabama Symphony Orchestra and Junior Achievement of Central Alabama. He is an Eagle Scout and leader of a local Boy Scout Troop and has led multiple high-adventure Scout outings, including three trips to Philmont Scout Ranch in recent years. He has served in multiple positions with his church, Independent Presbyterian Church, including service as President of the IPC Foundation, one of Birmingham s major charitable foundations. George is a long-time member of the Rotary Club of Birmingham. He plays golf (poorly), is an avid sailboat racer and is generally happy in any outdoor activity, especially one involving family. Education J.D. Order of the Coif, Vanderbilt University School of Law, (1978) B.A., Economics, summa cum laude, University of the South, (1978) Licensed In Alabama, Tennessee Admitted In U.S. Bankruptcy Court Northern District of Alabama U.S. District Court Middle District of Alabama U.S. Bankruptcy Court Southern District of Alabama Honors & Awards

4 One of the "500 Leading Dealmakers in America" by Law Dragon Magazine Best Lawyers In America, Corporate Law, Mergers & Acquisitions Law ( ) Best Lawyers, "Lawyer of the Year," Corporate Law, Birmingham, Alabama (2016) Chambers USA, Leading Practitioner in Banking & Finance; Corporate/Commercial Law ( ) Law Dragon "3000" list of top practicing U.S. attorneys Recent graduate of Leadership Birmingham Alabama Super Lawyers, Mergers & Acquisitions ( ) Who's Who Legal 2013 Mid-South Super Lawyers, Mergers and Acquisitions (2016) Professional Associations Alabama State Bar Tennessee State Bar Birmingham Bar Association International Bar Association American Bar Association; Committee on Negotiated Acquisitions of the Business Law Section (current) ; Chairman of the Technology Committee of the Business Law Section (current); Chairman of the Technology Subco of the Negotiated Acquisitions Committee (current); Member of Committees on Distribution of Content and Member Services of the Business Law Section (current) Commentary; editorial board to revise The Model Stock Purchase Agreement with Commentary;contributing author and editor of The M&A Process (2005); author of the current edition of BNA Author, BNA Corporate Practice Series Portfolio on Negotiated Acquisitions ( ) Experience Represented nation-wide car dealer in sale of twenty-six dealerships located in various states. Sale took place in the context of bankruptcy proceedings, and included document drafting, conducting of auction sales, handling of bidding procedures, and preparation and closing of sales transactions. Aggregate value of transactions was $180M. Represented client in acquisition of manufacturing and processing facility. Total transaction amount was $80M. Work included negotiating and drafting acquisition documents, management of due diligence process, handling of real estate issues, labor matters and employee matters, and tax planning. Represented client in acquisition of a franchised business in the automotive field valued at $15M. Asset transaction included negotiation and drafting of asset purchase agreement and related documents, negotiation and drafting of non-competition agreements, advice as to tax matters, entity structure and formation, management of due diligence activities. Law firm work included successful litigation with franchisor over transfer of franchise. Represented health care provider in obtaining equity and debt financing for series of assisted living facilities. Work included representation in connection with issuance of tax-exempt financing, obtaining grant and incentive money, advice as to regulatory issues, and documentation for

5 acquisition and operation of the facility. Total transaction value was $18.5M. Represented commercial lender in asset-backed financing to heavy manufacturer. Work included advice as to collateral issues and perfection, drafting of loan documents and closing. Transaction included extensive real estate collateral and assets held in an ESOP plan. Total loan amount was $22,500,000. Represented the Seller of a manufacturing facility with operations in the U.S. and in Central America. Work included negotiation and drafting of merger agreement, communications with shareholders, management of seller due diligence disclosure, drafting of closing documents, negotiation of contracts for retained employees, tax advice as to structuring and general corporate advice. Transaction size was $260M. Represented Trustee and Bondholders in restructuring of tax-exempt bonds in an aggregate amount of $56M. Work included drafting of Indenture amendments and related bond documents, advice as to restructuring, preparation of disclosure documents, and related work. Office Address Birmingham, AL 420 North 20th Street Suite 3400 Birmingham, AL P: (205) Toll-Free: (800) GET-BURR / F: (205) Burr & Forman, LLP