South Carolina Business Drafting Essentials

Materials Due Date: 12/23/2024

Materials

If you're covering any of the following topics, you must include the (identified) sample documents with your materials:

• II. Operating and Partnership Agreements (sample operating agreement)
• III. Shareholder Agreements (sample shareholder agreement)
• IV. Asset Purchase Agreement (sample asset purchase agreement)
• V. Common Business Agreements With Samples (sample employment, con-compete, agreements, NDA, any other basic business contract you'd like to include)
• VI. Negotiating and Redlining Commercial Leases (sample lease)

Attendees love forms! Even if your topics are not above - if you can think of any templates, checklists, letters, agreements, provision language, reports, and legal and tax forms that are appropriate for your topic - you are encouraged to provide them.

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Wes Benter is a senior associate in King & Spalding's Global Human Capital and Compliance group in Chicago. His practice primarily focuses on transactional labor and employment matters. Mr. Benter advises private equity funds and public and private companies on labor and employment-related aspects of complex domestic and international corporate transactions and restructurings, including workforce reductions. He has experience counseling clients on wage and hour law compliance, enforceability of restrictive covenants and drafting and negotiating various employment, consulting and separation agreements. Mr. Benter began his career as an associate at Kirkland & Ellis LLP in New York and transferred to Chicago in February 2022, following a six-month litigation secondment at Compass, Inc. Prior to joining the legal profession, he worked in the video production and television news industry. Mr. Benter earned his B.S. degree from Syracuse University and his J.D. degree from Fordham University School of Law.

Mikail O. Clark specializes in mid-market mergers and acquisitions. He represents private equity firms with platform and add-on acquisitions, corporate recapitalizations and reorganizations, LBOs, growth equity investments, mezzanine financings, joint ventures, and licensing arrangements in manufacturing, financial services, technology, retail and consumer goods, and many other industries. He represents strategic buyers and sellers in all aspects of the deal life cycle, including negotiating the terms of LOIs, purchase agreements, and related post-closing arrangements. In addition, he assists clients with negotiating the terms of entity governance agreements and commercial contracts.

Bea Hinton is a Senior Associate in the Technology Transactions and Sourcing/Commercial Transactions groups within King & Spalding's Corporate, Finance and Investments practice. She drafts, negotiates and advises clients on a variety of technology, media, intellectual property and other data-intensive transactions, including product, technology, and intellectual property development, licensing and distribution arrangements; software-and platform-as-a-service agreements; professional services agreements, joint ventures; and other complex commercial contracts. Bea also advises clients on data privacy and security issues arising in the context of media-, intellectual property- and technology-based transactions. Clients can turn to her for the development of privacy practices and policies as well as custom website terms of service and subscription terms, including for specialized offerings such as NFT minting platforms. Bea works with entrepreneurs, individual talent, startups, established companies, brands and investors across a range of industries, including the life sciences and healthcare; ecommerce; NFTs and crypto; Esports and gaming; podcasting and new media; automotive; financial services; fintech; consumer products; enterprise software; software and cloud infrastructure; retail; and cannabis. Bea also works with media, entertainment and advertising clients to protect and monetize content across digital and traditional media platforms, including live, online, mobile, print and television. She drafts and negotiates content development, production, licensing, and distribution deals; sponsorships; co-promotions and collaborations; brand and media integrations; influencer programs; live events agreements; and talent endorsements, among others. Before joining King & Spalding, Bea worked for prominent international law firms in New York City where she advised on issues of data privacy and security; provided strategic brand counsel; and prepared and negotiated technology, media, advertising, intellectual property and other commercial transactions. A practical, business-minded attorney, she has served as outside in-house counsel to a range of clients in the media, retail, advertising, podcasting, and Esports and gaming industries.

Maurice D. Holloway is a partner with the Nelson Mullins Riley & Scarborough, LLP in Greenville, South Carolina. His practice areas include corporate and business entity law, taxation, estate planning, and business law. Mr. Holloway is a member of the American Bar Association, South Carolina Bar Association, Greenville County Bar Association, American Institute of Certified Public Accountants, and South Carolina Association of Certified Public Accountants. He earned his B.S. and M.A. degrees from Clemson University; his J.D. degree, cum laude, from University of South Carolina School of Law; and his L.LM. from University of Florida Levin College of Law.

J. Hillyer Jennings specializes in mergers, acquisitions and other significant corporate transactions. A partner in our mergers and acquisitions practice, he represents public and private companies and private equity funds in a variety of M&A and corporate matters. Following his graduation from Harvard Law School, Mr. Jennings spent time working at top law firms in London (Simpson Thacher) and New York (Fried Frank) before moving to Atlanta and continues to work with clients around the world on a full range of M&A transactions. These multijurisdictional transactions include public and private company mergers, acquisitions and dispositions; tender offers; joint ventures and strategic investments. He also represents private equity funds in control and non-control investment transactions and investment exit transactions. Mr. Jennings is a fellow in the British-American Project, a transatlantic UK/US fellowship of leaders. He is also a philanthropist who has founded two nonprofits and an entrepreneur who has started two businesses. Additionally, Mr. Jennings is a guest lecturer at Georgia Tech's Scheller College of Business.

William Jordan Will Jordan represents public and private companies, including private equity firms and their portfolio companies, in a range of significant corporation transactions, including mergers, acquisitions and sales, add-on transactions, joint ventures, carveouts, reorganizations and other strategic transactions. In addition, Will advises financial investors and growth stage companies on minority investments and other growth financing transactions at various stages and advises a range of clients on corporate governance and other matters.  Will’s experience includes transactions in multiple jurisdictions around the world and across a range of industries.

Will is also involved in the firm’s pro bono efforts and has worked with various organizations around Atlanta, including Urban Recipe (where he currently serves as a trustee) and the Pro Bono Partnership of Atlanta. Prior to joining the firm, Will served as a law clerk for the Honorable J. Harvie Wilkinson III of the U.S. Court of Appeals for the Fourth Circuit.  He received his BA from Yale University and JD from University of Virginia School of Law.

John Kleinjan is a partner in King & Spalding's corporate practice, focusing on executive compensation and employee benefits arrangements, including their related tax, accounting, securities and corporate governance aspects; particularly as they relate to public and private M&A deals, initial public offerings, corporate restructurings and other corporate transactions. He earned his B.S. degree, cum laude, from Florida State University and his J.D. degree, with honors, from Emory University School of Law.

Amy Levin Amy Levin concentrates on complex corporate and commercial transactions, including large-scale IT and business-process outsourcing transactions, technology transactions, supply chain contracts, cross-border reorganizations and restructurings and other types of commercial contracts.  Amy has particular expertise in the technology sector and has represented clients ranging from Fortune 10 companies to small-to-medium size enterprises and everything in between.  She represents clients on both the customer and vendor sides of a wide range of technology transactions and contracts, including cloud agreements (SaaS, PaaS and Iaas), proptech agreements, software licensing agreements, application development and maintenance agreements, software development agreements, contracts involving AI / machine learning capabilities and many others.  Amy works primarily with clients in the real estate, financial services, technology and retail industries, and has deep knowledge of the unique issues that clients in these industries face when contracting in the technology space.  In addition, Amy’s experience representing some of the largest technology companies in the world also gives her a unique perspective into “market standard” terms and enables her to negotiate all types of technology transactions quickly and efficiently, focusing on the key terms, issues and practical considerations that matter for her clients.

 

Douglas L. Lineberry is a principal with the Greenville, South Carolina office of Offit Kurman. Whether he is assisting clients with the protection of intellectual property through patent, trademark, and copyright prosecution, or intellectual property litigation, he focuses on building relationships founded on trust and constant communication. Mr. Lineberry successfully prosecutes patent applications for mechanical, medical, and chemical technologies. He helps clients with establishing and protecting trademark portfolios, guarding against improper third-party use, and conducting enforcement actions. Mr. Lineberry advises his clients on all matters involving intellectual property, trade secrets, branding and marketing issues, and contractual and other business matters. He also works with mid-level companies within the biotech industry. This gives Mr. Lineberry the opportunity to use his broad connections to help bring their inventions to market safely while protecting their intellectual property every step of the way. He is a member of the South Carolina Bar, American Bar Association, Greenville Bar Association, Trademark & Copyright Law Association and The Carolina Patent Trademark Copyright Law Association. Mr. Lineberry earned his B.A. degree from Emory & Henry College and his J.D. degree from Mercer University School of Law.

Christopher MacMurray is a staff attorney in the firm's real estate practice group. He has experience reviewing and drafting investment advisory compliance polices and client advertisement documents. Mr. MacMurray has provided transactional legal supports to numerous startup companies. He earned his J.D. degree from the Thomas R. Kline School of Law at Drexel University, with a concentration in business and entrepreneurship law. Mr. MacMurray also obtained a full merit scholarship. Prior to law school, he attended Georgia Southern University, where he studied economics. Mr. MacMurray was also a member of the Georgia Southern Men's Soccer Team and served as a NCAA Student Athlete Advisory Committee Team Representative.

Myrna Salinas Baumann Myrna Salinas Baumann provides employment counseling to companies in connection with mergers, acquisitions, and other corporate transactions. She also advises employers regarding day-to-day employment compliance, best practices, and litigation avoidance. In her employment counseling related to corporate transactions, Myrna regularly works with attorneys in the firm’s Corporate, Finance and Investments and Employee Benefits practices to negotiate purchase agreements, conduct due diligence, assess litigation exposure risks, and analyze ancillary employment documents, including executive employment, separation and release, retention bonus, and restrictive covenant agreements. Myrna’s advice and compliance practice addresses a variety of employment matters, such as employment and non-competition agreements, employee classification, performance and discipline, and terminations. Throughout her practice, Myrna draws on her prior experience as a litigator representing employers in disputes involving Title VII, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act, and the Fair Labor Standards Act, as well as investigations by government agencies such as the Equal Employment Opportunity Commission and the Department of Labor. In addition to her employment practice, Myrna has earned multiple King & Spalding Pro Bono Service Awards in recognition of her commitment to pro bono matters. She also contributes to the firm’s diversity initiatives: she previously served as the Co-Chair of the Latinx Affinity Group, as a planning committee member and Chair of the firm’s biennial Diversity Retreats, and as a member of the firm’s Diversity Committee. In the Austin community Myrna served as a board member of Volunteer Legal Services of Central Texas and the Hispanic Bar Association of Austin Charitable Foundation. She was also a long-time volunteer for admission and fundraising for her undergraduate alma mater, Rice University.

 

Ellen Schiller specializes in executive compensation and employee benefits matters. She regularly advises clients on a range of executive compensation and employee benefit issues on an ongoing basis, in corporate transactions, and other unique situations. Ms. Schiller represents clients in connection with the employee benefits and compensation issues arising from various transactional matters, including public and private company mergers and acquisitions, corporate reorganizations and restructurings, and various financing arrangements. She has broad experience with executive compensation matters and non-qualified plans, such as equity and equity-based plans, deferred compensation plans, bonus plans and employment, retention, severance and change-in-control agreements. Ms. Schiller advises clients on the tax implications of such arrangements under the Internal Revenue Code, including Sections 409A, 280G and 162(m), and compliance with securities laws and corporate governance rules. In addition, she advises clients on the structure, implementation and administration of employee benefit plans and the associated legal implications, including under ERISA, Internal Revenue Code, Patient Protection and Affordable Care Act, COBRA, HIPAA and the securities laws. Ms. Schiller provides counsel for various types of tax-favored retirement plans, such as pension, 401(k), 403(b) and 457 plans, ESOPs, and health and welfare plans. She earned her B.A. degree, cum laude, from Vanderbilt University, her J.D. degree from Vanderbilt University School of Law and her LL.M. degree from New York University School of Law.

Michael P. Scruggs regularly handles transactional matters such as business purchase and sale agreements, real estate transactions, business entity formations, contracts, leases, and multi-family loan negotiations and related loan document drafting. He has represented sellers in the sale of buildings located in the heart of downtown Seattle, assisted developers in purchasing and developing suburban land and represented numerous clients in the purchase and sale of businesses ranging from marine electronics products and snowboard manufacturers to veterinary practices. Mr. Scruggs is also an experienced and accomplished trial lawyer, having tried numerous jury and bench trials to verdict in both State and Federal courts. Scruggs has successfully litigated a wide and diverse range of cases, including a case in which he saved his client more than $150 million over the remaining term of a commercial lease. He has litigated complex and difficult matters such as the Seattle Pang warehouse fire insurance coverage litigation, law firm partnership disputes, a multi-million-dollar wrongful death action involving Washington's largest public utility district, and trust and estate litigation matters involving distribution of partnership property. Michael attended the University of Washington and Seattle University School of Law (formerly University of Puget Sound School of Law), where he served as an editor of the Law Review and graduated Magna Cum Laude. He worked his way through school as a professional musician (yes, even though he is a drummer, he still considers himself a musician) playing in clubs and musical productions throughout the Northwest, and still plays every chance he gets.

Stephanie Yarbrough is a partner in King & Spalding's corporate, finance and investments practice group. She focuses her practice on advising domestic and international companies seeking to expand or relocate in the United States, noting that one of the biggest assets she brings to clients is her ability to navigate relationships with local and state governmental leadership and decision makers. Ms. Yarbrough has extensive experience advising companies across a wide range of industries, including corporate headquarters, manufacturing, datacenters, distribution and large office deals. She has extensive experience in the automotive sector, the life sciences sector and aviation. Ms. Yarbrough works with new and expanding businesses in identifying and negotiating all aspects of a discretionary incentive package, advocating before the proper governmental entities during all phases of the incentive approval process. She negotiates and structures large incentive packages on behalf of global companies on a daily basis. Ms. Yarbrough also advises clients in general tax and corporate matters, noting that her deep experience in public company mergers and acquisitions makes her well suited to run some of the largest deals in the country. Her efforts on behalf of clients have led to the creation of hundreds of thousands of new jobs and billions of dollars in capital investment. Additionally, Ms. Yarbrough is brought in regularly by leading site selection consulting firms and other global law firms as local counsel on economic development deals where her knowledge and tenacity can be critical to getting deals done. She regularly counsels companies on all aspects of the deal, incentives, tax, real estate, corporate, construction, IP/patent, litigation, employment, immigration, environmental, land use/planning/zoning. Ms. Yarbrough's legal work often involves foreign based companies and is evenly split between landlord/developer representation and tenant/end user representation. As a recognized thought leader in the economic development space, she is frequently sought after to speak at local, national and global industry conferences and regularly publishes articles and insights. Ms. Yarbrough is individually ranked for corporate/M&A and private equity, Chambers USA (District of Columbia) and as a Super Lawyer of The Best Lawyers in America for her exceptional work in economic development law. She is admitted to practice in South Carolina, North Carolina and Washington, D.C.

Rachel Zaldivar Johnson is a senior associate in King & Spalding's Washington, D.C. office and a member of the data, privacy and security team. She is well-versed in federal and state data privacy laws, including the California Consumer Privacy Act (CCPA) and other emerging state data privacy laws, and regularly advises clients on the development of data privacy and security programs, data protection and security strategies, cross-border data transfers, regulatory enforcement investigations, AI/ML governance, and the privacy aspects of M&A transactions. Ms. Zaldivar Johnson graduated from the Vanderbilt Law School and served on the Vanderbilt Journal of Entertainment and Technology Law. She earned her undergraduate degree from Amherst College and her master's degree from the Freie Universitaet in Berlin. Prior to joining King & Spalding, Ms. Zaldivar Johnson was an associate at an international law firm and clerked for the Honorable Jeffrey A. Meyer in the U.S. District Court of the District of Connecticut. Se speaks English, German and Spanish.

Timothy Zwerner is a partner at Burr Forman LLP. His real estate practice focuses on the representation of developers, sponsors, investors, and lenders in complex commercial real estate opportunities with a particular emphasis on developments, acquisitions and dispositions, joint-ventures, lease-ups, and financings in the multi-family/single-family rental, agricultural, retail and hospitality industries. Mr. Zwerner earned his B.A. degree from Furman University and his J.D. degree from University of Florida, Levin College of Law. He is licensed to practice in South Carolina, Florida and Georgia.

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