Broker Reception

We are proud and excited to be a part of this exclusive broker reception by Partnership Gwinnett. This event is limited to brokers who are either on Partnership Gwinnett’s email list or that specifically have listings in Gwinnett County, Georgia. However, space is limited to 50 people and will fill up fast. If you fit the criteria above, this is a fantastic event to add to your calendar. For more information about this event, Partnership Gwinnett, or to RSVP, contact Lauren Como

Team Member Spotlight

Team member spotlight Beth Winterhalter working at her desk

Elizabeth Winterhalter (Beth) is the Senior Financial Officer at TOKN. Over the last three years, Beth has become a crucial member of our team. She is quick to assist with any and every task, attentive to even the smallest of details, consistently improving processes, and always maintains a positive and professional presence.

In the words of our Managing Partner, Aaron Kappler, there is not just one single thing that stands out, it is [Beth’s] entire presence. She constantly exhibits the utmost honesty, integrity, professionalism, and really every quality you could want.

Team member spotlight Q&A:

Q: What is your favorite part of your job?
A: My favorite part is the people I work with.

Q: What is your favorite hobby?
A: My favorite hobby is really spending time with my family on the weekends.

Q: What is one piece of advice you would like to give?
A: I would just like to tell people that it is super important to try new things. You never know how much you can accomplish until you try.

In addition to her knowledge of the financial world, Beth has an uncanny ability to identify any pop culture reference thrown her way.

To learn more about Beth, please visit her LinkedIn at:

5 Tips for Business Entity Maintenance

These 5 tips are helpful whether you have a new business entity or an existing business entity.

1.     Financial Accounts. Maintain a checking account in the name of the business entity. Do not use any of your personal accounts for business matters. All accounts receivable should be deposited into the business’s accounts. Likewise, all business expenses/payments should be paid from the business’s accounts; this includes any employees’ salaries, overhead expenses, taxes or profits which are distributed to the owners of the business.

2.     Tax Identification Number. Obtain and use a separate tax identification number (“TIN”) (in the US also called a federal employer identification number) for the business entity. Many clients will require this TIN in order to issue payment for goods and services that the business is providing. If the business hires employees or meets other state-specified criteria, then a state-issued TIN may also be required.

3.     Signing Documents. All documents, including leases and contracts, need to be signed by a proper officer or multiple proper officers. For example, a limited liability company that is manager-managed might execute documents by one or more people who are “Manager” or “Managing Member”. Consult the business entity’s Articles of Organization/Incorporation, Operating Agreement, Bylaws, Partnership Agreement or other governing instruments to determine which management or officer roles should be filled, who is authorized to sign documents and agreements for the business entity and how much independent authority has been granted to the business entity’s management and/or officers.

4.     Memorializing Important Events. Big or small, all businesses discuss performance and operations. These discussions may be held in a formal, paneled conference room or over a causal coffee. The point is, there should be a discussion of some sort if the business entity is making decisions about buying, selling, leasing, financing, expanding, retracting, hiring, replacing or terminating, etc. It is recommended that the business memorialize major events with business records, such as meeting minutes or resolutions.  A few examples of major events may include:

¨     Admittance or withdrawal of an interest owner

¨     Authorization for sale, lease or purchase of assets

¨     Authorization for new debt or modification of existing debt (e.g., change of repayment schedule)

¨     Approval of plans for business expansion, redirection, retraction or dissolution

¨     Change of management structure or responsibilities

¨     Hire, replace or terminate employees

¨     Change of financial institutions (i.e., bank accounts)

¨     Bring or defend a lawsuit

These meeting minutes or resolutions should be maintained in a similar way that confidential or private information is maintained by the business.

5.     Annual Registration/Review. Many states in the US require that the owner of a business entity provide updated information, generally on an annual basis. This includes the current mailing addresses for the business and the in-state registered agent, as well as identification of the incumbent officers. Some states have modernized this process to allow for on-line annual registration and the use of a credit card for payment of the annual registration fee. Note: Make sure that you are on the actual Secretary of State’s (or Department of State’s) website and are not redirected to a private vendor whenever you are providing private information on-line, especially a credit card number. Annually consult the business entity’s Articles of Organization / Incorporation, Operating Agreement, Bylaws, Partnership Agreement or other governing instruments and update them when appropriate.

Beth Jones, Esq. | | #tokn |
Thompson, O’Brien, Kemp & Nasuti, P.C.
| 40 Technology Parkway South, Suite 300, Peachtree Corners, Georgia 30092 | (O) 770-925-0111 | (F) 770-925-8597

NDGA Bankruptcy Court Issues Opinion on Future Claimants’​ Representatives

Mass tort chapter 11 bankruptcy cases typically involve two groups of claimants: individuals who know they have been injured (i.e. present claimants) and individuals who do not know of their exposure or injury (future claimants). A chapter 11 debtor typically proposes a plan to either reorganize to keep its business alive and pay creditors over time or to liquidate its assets. But how does a debtor in a mass tort bankruptcy case treat the claims of future claimants, the identities and injuries of which are not yet known? To help preserve the rights of these unknown, future claimants, a debtor may establish a trust under the bankruptcy plan. A chapter 11 plan may provide for a “channeling injunction,” which limits future claimants’ ability to assert claims solely against this trust. A channeling injunction requires the appointment of a legal representative on behalf of the future claimants, commonly referred to as a future claimants’ representative (an “FCR”).

In an April 17, 2019, opinion, the Bankruptcy Court for the Northern District of Georgia answered two questions relating to the appointment of an FCR: (1) What is the proper procedure for the appointment of an FCR?; and (2) What is the proper standard for appointment of an FCR?

In the matter of In re The Fairbanks Company, 2019 WL 1752774, 18-41768-PWB, Judge Bonapfel first determined that the procedures for appointing an FCR permits nominations from any party in interest in the case and requires the Court to independently inquire into the proposed representative’s qualifications and ability to protect the rights of future claimants. The Court then concluded that the proper standard for consideration of an FCR is akin to that of a guardian ad litem, such that the individual must not only be disinterested and qualified, but also objective, independent, and loyally committed to protecting the interests of future claimants.

After an evidentiary hearing, the Bankruptcy Court appointed the debtor’s proposed nominee as the future claimants’ representative.

Michael B. Pugh
Thompson, O’Brien, Kemp & Nasuti, P.C.
40 Technology Parkway S., Suite 300
Peachtree Corners, GA 30092
(O) 770-925-0111 | (F) 770-925-8597 |