Business Law Attorneys Serving Businesses For Over A Century

At Hunter, Smith & Davis, LLP, we understand what it takes to build and run a successful business. Our firm’s 100-plus-year legacy stands as a testament to our success.

Our predecessors and current team of attorneys in the Tri-Cities area have continued to build on that legacy by addressing the legal needs of countless businesses. We have been pivotal in supporting the economic growth of our region, offering strategic legal services to national and regional financial institutions, local businesses, banks and corporate entities. With offices in Kingsport and Johnson City, we work with business and corporate clients from diverse industries throughout eastern Tennessee and bordering states.

We offer comprehensive legal counsel tailored to your organization’s unique needs. From navigating regulatory compliance to managing sophisticated transactions, our team will work diligently to position your enterprise for long-term success.

Legal Support For Banks And Financial Institutions

National and regional financial institutions such as banks and bank holding companies turn to us for proven legal counsel. Our services include commercial loan transactions, foreclosures, liquidations and workouts, representation of lenders in bankruptcy proceedings, regulatory issues under the Bank Holding Company Act, FDIC compliance, and capital enhancements through debt or equity offerings.

We have assisted banks and bank holding companies in a variety of sophisticated corporate recapitalizations and reorganizations including reverse stock splits, Subchapter S elections, and the issuance of trust preferred securities.

Examples of our work include:

• Reverse stock split and recapitalization of bank holding company (company counsel)
• Corporate reorganization of bank holding company to effectuate S corporation tax election

Business Bankruptcy And Creditors’ Rights

We have an active commercial and consumer bankruptcy practice, both for creditors and debtors. Our lawyers serve as legal counsel for numerous financial institutions. We assist in protecting their rights as creditors in Chapter 11 and Chapter 7 proceedings.

Our team also helps financial institutions liquidate collateral through foreclosures and similar proceedings. We regularly serve as counsel to creditors in the enforcement of creditor rights and remedies arising from secured transactions, including in-court and out-of-court enforcement actions.

Below are some examples of our work:

• Chapter 11 debtor counsel for chain of 47 convenience stores operating in northeast Tennessee and southwest Virginia.
• Served as debtor-in-possession counsel to a large convenience store operator which culminated in the sale of approximately 57 convenience stores in the area, while simultaneously preserving almost 350 jobs in northeast Tennessee and southwest Virginia.
• Served as lead counsel to debtors-in-possession and unsecured creditor committees in Chapter 11 reorganizations.

Business Formation

We steer new businesses through the complexities of formation, including the chartering and organization of corporations, limited liability companies, limited partnerships and general partnerships. We draft the organizational and substantive documents and agreements relating to entity formation. We assist with commercial real estate leasing and transactions. We also regularly advise clients on corporate governance issues, corporate tax matters, minority shareholder disputes, and corporate maintenance and record retention policies.

Corporate Governance And Fiduciary Duties

Our team is also highly experienced in proxy contests, dissenters’ rights and other corporate governance issues. In several instances, we have obtained substantial recoveries for dissenting shareholders and have prosecuted derivative actions on the part of injured or impaired shareholders. We regularly consult with client boards of directors regarding fiduciary duties and corporate governance structure.

Some of our work in this area includes:

• Proxy contest and exercise of dissenters’ rights in bank merger (minority shareholder counsel): We represented a group of minority shareholders in a publicly owned bank who opposed a bank merger. Our firm handled the formal securities filings necessary for proxy solicitation, as well as the election of dissenters’ rights arising from the merger.
• Changes of control transactions: We represented public company minority shareholders in proxy contests and the assertion of dissenters’ rights arising from mergers and other change of control transactions.

Corporate Financing And Securities

We identify financing opportunities based on each client’s capital needs and business plan. Those opportunities may include traditional commercial bank financing, private equity placements, public equity offerings, venture capital, tax increment financing, tax-exempt bonds or other options. We excel in structuring suitable securities offerings for clients planning to raise capital from investors. Additionally, our attorneys have acted as securities counsel on various Regulation D private placement securities offerings for a wide variety of clients such as financial institutions, real estate development organizations and ambulatory surgery centers.

Examples of our work include:

• Issuer counsel in $6,500,000 private placement of common stock for bank holding company
• Seller’s counsel in $27,500,000 monetization of 11 medical office buildings
• Issuer counsel for private placement of LLC membership interests for Ambulatory Surgery Centers
• Corporate counsel in converting publicly owned companies to private ownership, which included tender offers by majority shareholders and reverse stock splits for the purpose of electing S corporation status under the Internal Revenue Code

Tax-Exempt And Tax-Increment Financing

Our firm has served as borrower and issuer counsel on numerous tax-exempt industrial development revenue, tax increment financing projects and hospital revenue bonds throughout East Tennessee and southwest Virginia. We have acted as bond, borrower and issuer counsel for approximately $1 billion in tax-exempt bonds over the past 25 years, including industrial revenue development and health care facility bond issues.

In Tennessee, tax increment financing is permitted for the redevelopment of blighted and economically distressed areas. We have served as both issuer and borrower counsel on these projects. We have also helped borrowers secure trust-preferred debt securities.

Our work in this area includes:

• Borrower counsel for $560,000,000 in Hospital Revenue Bonds, Tax-Exempt and Taxable
• Bank counsel in $2,750,000 Tax Increment Revenue Bond – retail shopping center
• Represented various hospital systems in the issuance of revenue bonds for the financing of hospital-related projects
• Issuer counsel to various health and educational facility boards and industrial development revenue boards in Tennessee
• Bond counsel on industrial development revenue bond issues to finance manufacturing projects and other tax-exempt facilities, including private placement of the bonds with institutional investors and the issuance of letters of credit to enhance the creditworthiness of the bonds

Employment Law

We help businesses lay the foundation for a successful employer-employee relationship. Our corporate attorneys assist in structuring appropriate employment agreements and employee benefit programs, including stock option plans, deferred compensation plans and non-compete agreements. We help employers pursue employment-based immigration options for employees. We also represent employers in employment-related disputes.

Intellectual Property

Our firm’s intellectual property practice helps businesses protect, promote and profit from their intellectual property – including trademarks, copyrights, trade secrets and other proprietary assets. We prepare trademark applications, both at the state and federal level, and take copyright protection measures. We also assist our clients in protecting their common law trade names and proprietary rights.

Transactions, Mergers And Acquisitions

We offer a full range of transactional services for corporate clients, from the initial stages of organization and capitalization to the ultimate sale or disposition of the business. Our lawyers represent sellers and buyers in mergers and acquisitions across many industries, including banking, health care, manufacturing, trucking, insurance and retail. These transactions have included corporate mergers, asset purchase transactions, stock purchase transactions and spin-offs. We also handle parent-subsidiary corporate reorganizations and other steps to simplify and consolidate corporate structures.

Our representative work includes:

• Merger of leading nonprofit hospital systems in northeast Tennessee and southwest Virginia
• Purchaser counsel in acquisition of General Motors franchise and dealership properties
• Seller’s counsel in sale of Honda franchise and dealership properties