Business
Attorneys within Capell & Howard's Business Department advise individuals, corporations, partnerships, limited liability companies, and other entities in connection with a broad range of activities. A majority of the Firm's business clients are closely-held for-profit companies and their owners, including many professional companies such as medical, law, accounting, architectural and engineering firms. The Firm has substantial experience with the representation of publicly held companies in a variety of transactions. The Firm's clients include non-profit corporations, foundations, and other charitable organizations. The work performed by attorneys within the Business Department involves resolving issues in a proactive manner, including working with attorneys in other practice groups within the Firm on certain matters related to transaction, post-transaction, and litigation issues.
Corporations & Other Business Entities
A significant part of Capell & Howard's business law practice involves advising and assisting persons in the organization, operation, and, in some cases, the disposition of their businesses. The Firm has substantial experience representing and advising the owners and operators of corporations, partnerships, limited liability companies, and proprietorships. In addition to performing the legal services required to organize the business entity, the Firm's attorneys also are available to assist with respect to operational and transactional matters. For example, the Firm prepares buy-sell agreements, employment agreements, covenants not to compete, and other legal documents required by its business clients.
Principal Contact:
Henry H. Hutchinson email (334) 241-8070
Employee Benefits
The Firm routinely provides advice and assistance with respect to employee benefits and ERISA matters. The Firm's employee benefits attorneys assist clients with respect to the legal and tax aspects of executive compensation, employment contracts, employee benefits, non-qualified deferred compensation arrangements, and qualified retirement plans, including pension, profit-sharing, section 401(k), section 457, money purchase pension, employee stock ownership and cafeteria plans. The Firm's employee benefits services include advising clients with respect to the formation, operation and termination of employee benefit plans, design and drafting of plans, obtaining determination letters from the Internal Revenue Service, complying with statutory and regulatory laws, and representing clients in connection with compliance issues with the Internal Revenue Service, the Department of Labor, and the Pension Benefit Guaranty Corporation.
Principal Contact:
M. Courtney Williams email (334) 241-8054
Estate Planning
Capell & Howard's estate planning attorneys assist clients with estate and trust planning and administration. Those services encompass basic and sophisticated techniques designed not only to provide for an effective and efficient disposition of properties, but also to avoid and minimize estate and gift taxes and other transfer-related expenses. The Firm has eight attorneys with advanced degrees in taxation, that included specific courses in estate planning and estate taxation. A member of the Firm is one of only three attorneys in the Montgomery area who is a fellow in The American College of Trust and Estate Counsel (ACTEC).
The Firm's estate planning services include the preparation of wills, durable powers of attorney, living wills, advanced directives, and related documents. The Firm's attorneys prepare, as needed to accomplish clients' goals, a variety of trusts, including charitable trusts, so-called "living trusts," and other forms of grantor trusts, irrevocable life insurance trusts, and qualified personal residence trusts. The Firm has substantial experience with generation-skipping transfer trusts which permit younger generations to receive a greater amount of their ancestors' wealth and property and may provide for business continuity to protect the value of, and the roles of family members in family businesses. They also form enterprises such as family partnerships and limited liability companies, to provide for improved property management while carrying out lifetime giving programs. Other areas of expertise include planning for persons with disabilities and special needs, preparation of prenuptial agreements, and tax planning for IRA and retirement plan accounts.
The Firm is actively involved in providing legal services to estates and trusts and their fiduciaries. The Firm regularly advises executors, trustees, and beneficiaries regarding matters of estate and trust administration. The Firm has served as legal counsel in connection with a number of complex proceedings, sometimes involving post-mortem estate and trust planning, including the use of disclaimers. A member of the Firm was a principal author of the Alabama Uniform Disclaimer of Interests Act.
The Firm represents clients before the Internal Revenue Service and courts with respect to gift and estate tax matters. The Firm's attorneys have extensive experience working with members of the litigation section on contested will, trust, and estate matters in state courts.
The Firm's attorneys represent persons involved in protective proceedings, such as guardianships and conservatorships. An objective of effective estate planning is to minimize court involvement in a client's personal affairs. However, sometimes during a person's senior years or as a result of some physical or mental disability, the court appointment of a guardian and/or conservator is necessary. The Firm's attorneys have substantial experience in such matters and regularly practice before the Montgomery County Probate Court and other probate courts in the State.
Principal Contact:
Debra D. Spain email (334) 241-8033
Intellectual Property
Capell & Howard advises business and individual clients in connection with intellectual property transactions including trademark/service mark registration, copyright registration, website reviews, intellectual property licensing agreements, and other contractual issues related to intellectual property matters.
The Firm represents business and individual clients in both the defense and prosecution of intellectual property litigation and administrative proceedings. This representation includes matters involving trademarks/service marks, copyrights, trade secrets, and other contractual issues and disputes related to intellectual property issues.
Principal Contact:
Michael P. Dalton email (334) 241-8072
Mergers & Acquisitions
Capell & Howard regularly represents purchasers or sellers involved in mergers and acquisitions, including asset and stock purchases and sales. In addition to drafting letters of intent and confidentiality agreements, as well as conducting and responding to due diligence requests, the Firm's attorneys routinely negotiate on behalf of their clients the provisions of purchase agreements, including covenants not to compete, indemnification provisions, and representations and warranties. Depending upon the nature of a particular transaction, the Firm's corporate law attorneys often work with other members of the Firm to address the employment law, real estate, environmental, regulatory, and financing implications of an acquisition.
Principal Contact:
Henry H. Hutchinson email (334) 241-8070
Public Finance & Economic Development
Capell & Howard's Public Finance & Economic Development attorneys are dedicated to those areas of Alabama law, federal tax law, and federal securities law governing transactions involving the issuance of public debt obligations in both public and private offerings. In such transactions, the Firm's attorneys have acted as bond counsel in Alabama, counsel to insurers in Alabama, and counsel to conduit obligors, underwriters, placement agents, and third-party credit providers in Alabama and other jurisdictions.
The attorneys in the Public Finance & Economic Development group have extensive experience in a variety of financing structures, including general and revenue obligations of cities and counties, either secured by a tax or taxes or unsecured; variable rate obligations; lease financing transactions; letters of credit and other forms of credit enhancement; municipal assessments; and tax increment financing structures. The attorneys of the group also have extensive experience in the financing of many types of public and private facilities, including public buildings, streets, roads and bridges for cities and counties; school facilities for city and county boards of education; water, sewer, gas, electric and solid waste disposal systems; public housing facilities; hospitals and related medical and special care facilities; facilities for nonprofit organizations; and industrial and manufacturing facilities. The members of this group have handled all legal aspects of the levy and collection of city and county taxes and the increase in the rate or rates of such taxes, including those involving elections.
Each attorney in the Public Finance & Economic Development group is a member of the National Association of Bond Lawyers.
Principal Contact:
J. Scott Pierce email (334) 241-8084
Tax
Capell & Howard's federal and state tax practice is an area of emphasis of the Firm and complements the Firm's business law orientation. The Firm's attorneys assist clients with local, state and federal tax matters, including, if necessary, representing clients in connection with federal, state, and local administrative and judicial proceedings, including the United States Tax Court. They customarily advise clients and work with other tax professionals in connection with a variety of transactions having tax implications. In addition to Federal and Alabama income tax matters, the Firm has experience with a number of other Alabama taxes, including the business privilege tax, sales and use taxes, and ad valorem taxes. In addition, the Firm advises its clients in connection with tax abatements and incentives. Members of the Firm have been principal drafters of several important pieces of legislation concerning Alabama taxes and have served as special tax counsel to the Joint Fiscal Committee of the Alabama Legislature. The Firm's attorneys have served as special tax counsel to parties involved in litigation, including advice regarding the taxability of settlements and judgments, structured settlements and Medicaid disability trusts. Currently, eight of the Firm's attorneys hold advanced law degrees in taxation from New York University, the Northwestern University, and the University of Alabama graduate tax programs.
Principal Contact:
D. Kyle Johnson email (334) 241-8055
Securities
The Firm represents and advises organizations and individuals in connection with matters involving Federal and Alabama securities law, including the sale and issuance of debt and equity securities by corporations, partnerships, and limited liability companies. The transactions with respect to which the Firm is engaged are usually exempt from Federal and state registration requirements. However, the Firm has been counsel for publicly-held companies, including representing companies in connection with their initial and secondary public offerings.
The Firm's securities law practice involves representing issuers and broker-dealers before the Alabama Securities Commission and resolving administrative actions initiated by the Commission. The Firm's securities attorneys often work with members of the Firm's other practice areas, particularly with respect to financing and merger and acquisition transactions.
The Firm's attorneys have significant experience in a variety of complex reorganizations and business combination transactions. For example, the Firm has acted as securities and corporate counsel in transactions as large as several hundred million dollars.
Principal Contact:
Henry H. Hutchinson email (334) 241-8070
