Thomas E. Sowers

Shareholder

P: (678) 681-6015

F: (404) 233-1943

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Thomas's Bio

Latest Post

What is the Status of Federal Privacy Legislation?

The Senate Commerce Committee held a hearing last December to discuss proposals for federal privacy legislation. The hearing came approximately one week after members of the committee submitted separate privacy bills for consideration (George Wicker (R-Miss.) and Maria Cantwell (D-Wash.)). Federal Privacy Legislation Proposals The two proposals highlight that there...

Latest Publications

Be Mindful of Rule 701 when Issuing Equity Compensation, Berman Fink Van Horn E-News (Winter 2015/2016)

Giving Stock to Employees, Berman Fink Van Horn E-News
(July 2014)

Understanding your Website Privacy Policy, Berman Fink Van Horn E-News
(November 2013)

Creating, Maintaining and Terminating Business Relationships, Berman Fink Van Horn Perspectives (Winter 2011)

Legal Issues to Consider in Preparation for the Sale of a Business, Berman Fink Van Horn Perspectives (Spring 2010)

Fiduciary Duties of Members in Georgia, LLCs
(November 2008)

Letter of Intent Issues in the Purchase or Sale of a Privately Owned Company
(June 2007)

Thomas's Biography

Thomas E. Sowers is a shareholder in the Firm. Tom’s practice focuses on representing businesses and their owners in a wide range of legal issues.

Much of Tom’s practice involves representing clients in transactional matters. Tom has substantial experience in representing the buyers and sellers of businesses in all aspects of the transaction, as well as in assisting clients in corporate finance transactions. In addition, Tom regularly provides clients with general advice in the operation of their businesses, and he has extensive experience drafting and negotiating all types of commercial agreements, including agreements among owners of the same business (such as shareholder agreements, operating agreements and partnership agreements), agreements between businesses and their employees (such as employment agreements, restrictive covenant agreements, and equity incentive plans and agreements), and agreements between separate businesses (such as joint venture agreements, agreements relating to technology licenses, transfers and services, and other business agreements involving the purchase and sale of products and services).

In addition to his corporate practice, Tom has significant experience in representing clients with the purchase and sale of commercial real estate and related financing transactions. Tom also regularly represents both landlords and tenants in commercial real estate leasing transactions. Tom was admitted to the Georgia Bar in 1997 and is admitted to practice in the United States District Court, Northern District of Georgia. He is a member of the State Bar of Georgia, the Atlanta Bar Association and the American Bar Association.

Tom was born and raised in Winston-Salem, North Carolina. He has lived in Atlanta since graduating from law school in 1997. Tom and his wife, Sun, have two children, Nicholas and Olivia.

Thomas's Publications

Be Mindful of Rule 701 when Issuing Equity Compensation, Berman Fink Van Horn E-News (Winter 2015/2016)

Giving Stock to Employees, Berman Fink Van Horn E-News
(July 2014)

Understanding your Website Privacy Policy, Berman Fink Van Horn E-News
(November 2013)

Creating, Maintaining and Terminating Business Relationships, Berman Fink Van Horn Perspectives (Winter 2011)

Legal Issues to Consider in Preparation for the Sale of a Business, Berman Fink Van Horn Perspectives (Spring 2010)

Fiduciary Duties of Members in Georgia, LLCs
(November 2008)

Letter of Intent Issues in the Purchase or Sale of a Privately Owned Company
(June 2007)

Thomas's Posts

What is the Status of Federal Privacy Legislation?

California Consumer Privacy Act Set to Become Effective

The California Consumer Privacy Act (CCPA) is scheduled to go into effect on January 1, 2020. The CCPA was signed into law in June 2018 and stands to be the strictest data privacy law in the US. It establishes significant obligations on businesses relating to the personal information of consumers....

Proposed New York Privacy Act Would Be Toughest State Privacy Law

In May, New York State proposed the New York Privacy Act, a new privacy bill which, if enacted, would lead to the toughest state privacy law in the U.S. to date. The California Consumer Protection Act (CCPA) currently leads the way as the staunchest state consumer privacy law and the New...

Washington State Data Privacy Act Fails to Pass

The Washington Privacy Act (SB 5367) (“WPA”), a bill which received 46-1 support in the Washington state Senate, failed to come to a floor vote in the Washington House of Representatives of Representatives before the April 17 deadline for the Washington state legislative session. Given the near-unanimous support for the...

Government Accountability Office Recommends Federal Internet Privacy Law

Last month, the Government Accountability Office (GAO), the U.S. government agency responsible for monitoring and auditing government spending and operations, released a 56-page report recommending that Congress consider enacting a federal internet privacy law in the United States. The report had been requested by the House Energy and Commerce Committee. You can...

Vermont Law Relating to Data Brokers Goes into Effect

On January 1st, a new Vermont statute dealing with data brokers went into effect. Data brokers are businesses that collect personal information about consumers and sell that information to other businesses. Data brokers collect information from multiple public and non-public sources such as court records, property records, voter registration information,...

Internet of Things: California Passes Legislation on Connected Devices

On September 28th, California passed the first law in the country designed to address the security of internet-connected devices, more commonly known as the Internet of Things (IoT). The law bans the use of default passwords on internet-connected devices sold in the state and requires manufacturers to use strong passwords....

California Amends New Privacy Law

On June 28, 2018, California enacted the California Consumer Privacy Act of 2018 (“CCPA”). The CCPA was hastily drafted and adopted in order to meet a deadline imposed by the sponsors of a ballot initiative set to be voted on in November. The sponsors of the ballot initiative had agreed...

California Signs Into Law New Privacy Act

On June 28, 2018, California Governor Jerry Brown signed into law the California Consumer Privacy Act of 2018 (“CCPA”). The CCPA had only been introduced in the California Legislature just a few days prior and is a response to a ballot initiative relating to consumer privacy that was approved to...

Review Your Operating Agreement if Electing S Corp Tax Treatment for LLC

Under IRS regulations, limited liability companies (LLCs) having two or more owners will be classified as a partnership for tax purposes and LLCs having only one member will be taxed as a disregarded entity. However, many owners of single- or multiple-member LLCs elect S corporation tax status for the LLC...

Implications of General Data Protection Regulation for US Companies

The European Union’s (EU) General Data Protection Regulation (GDPR) goes into effect May 25th. The GDPR offers strict new rules around protecting personal data of EU citizens for transactions that occur within EU member nations.It is important for US companies selling goods or services in the EU, or with a...

New Partnership Audit Rule Implemented under ‘15 Bipartisan Budget Act

In the Bipartisan Budget Act of 2015 (the “Act”), which became law in November 2015, significant changes in the way IRS partnership audits will be handled were enacted. The changes affect partnerships, limited liability companies and other entities and legal relationships classified as partnerships for U.S. federal income tax purposes. ...

SEC Office of Small Business Policy Website Updates are User Friendly

The Securities and Exchange Commission’s (SEC) Office of Small Business Policy recently updated the small business website on sec.gov. The new website is user friendly and does a nice job of explaining the various exemptions from registration commonly used by businesses when raising money. It is a great starting point...

IRS Offers Relief to Support Leave-Based Donations for Victims of Irma

In a previous post, we informed you that the IRS announced guidance under IRS Notice 2017-48 on the treatment of leave-based donation programs designed to spur charitable relief donations to aid victims of Hurricane Harvey and Tropical Storm Harvey. As expected, on September 14, 2017, the IRS announced the same...

IRS Offers Leave-Based Donation Guidance to Aid Victims of Harvey

Under IRS Notice 2017-48, issued on September 5th, the IRS announced guidance on the treatment of leave-based donation programs designed to spur charitable relief donations to aid victims of Hurricane Harvey and Tropical Storm Harvey. Under traditional leave-based donation programs, employees are allowed to donate accrued vacation, sick or personal...

Business Judgment Rule in Georgia Strengthened By New Law

On July 1, 2017, a new Georgia law, which amends both the Georgia Business Corporation Code and the Financial Institutions Code of Georgia, came into effect. The new law strengthens the business judgment rule applicable to officers and directors of Georgia corporations, including officers and directors of financial institutions. The...

ABA Revises Model Business Corporation Act

Last December, the American Bar Association (“ABA”) announced that it had published a complete revision to the Model Business Corporation Act (“MBCA”), a stand-alone business corporation statue that has been substantially adopted by a majority of states, including Georgia. The MBCA was first published by the ABA in 1950 and...

Authority of Managers and Members to Act on Behalf of Georgia LLC’s

A recent Georgia case (The Guarantee Co. of North America v. Gary’s Grading and Pipeline Co., Inc., 2016 WL 1181698 (M.D. Ga. Mar 25, 2016)) highlights the limited ability of members to shield an LLC from liability to a third party through an operating agreement when a manager exercises authority...

Be Mindful of Rule 701 When Issuing Equity Compensation

Many private companies compensate employees, officers, directors and consultants by issuing them equity (typically stock options or restricted stock). It is important for these companies to be familiar with and comply with Rule 701 when issuing these securities.Rule 701 is the federal securities law exemption for securities issued by private...

Selling a Privately-Held Business Part 4 – Nondisclosure Agreement

It is very important for sellers to require potential purchasers to execute a nondisclosure agreement ("NDA"), often referred to as a confidentiality agreement, before engaging in acquisition discussions or providing the potential purchasers with any due diligence materials. The primary purpose of the NDA is to protect the confidentiality, and...

Part 3: Selling a Privately-Held Business? Structure of Transaction

When beginning to prepare for a potential deal, sellers too often do not spend enough time considering the tax and other issues caused by the transaction structure. There are many ways in which a corporate acquisition or merger may be structured, but most small sales of privately-held companies will be...

Selling a Privately-Held Business Part 2 – Legal Audit of Seller

At some point very early in the process after the seller has made the decision to put the business on the market, the seller should have its legal team perform a legal audit on the seller. The purpose of the legal audit is to review the state of the company...

Selling a Privately-Held Business pt.1

Part 1 – Assembling A TeamWelcome to my first post on the Berman Fink Van Horn corporate law blog. In this blog we plan to discuss and share insights into corporate law issues. Most of my posts on the blog will focus on issues relating to M&A and corporate finance...

Giving Stock to Employees

Owners of closely-held corporations often consider making stock or stock options part of their employees’ compensation packages. Because of the struggle many closely held companies face with attracting and retaining key personnel, granting or selling stock to employees seems like a good way to accomplish both of these goals. For...

Understanding your Website Privacy Policy

We are regularly asked by clients to prepare privacy policies for their websites. In our experience, many of these companies do not really understand the purpose of the policy, or important issues relating to the policy, and simply treat it as a check the box item. Part of the reason...

Legal Issues to Consider in Preparation for the Sale of a Business

There are generally two types of legal issues for the sellers of closely held businesses to focus on prior to marketing their businesses for sale. The first type involves protecting a business from the consequences of opening up its books and records for review by potential purchasers, which may include...

Thomas's Honors & Awards

Thomas's Success Stories

Thomas's Community Involvement

Thomas's Presentations

Thomas's Representative Matters

Bar Admissions

Georgia, 1997

Federal
-United States District Court, Northern District of Georgia

Education

B.A., University of North Carolina at Chapel Hill, 1990
J.D., St. John’s University School of Law, 1997
-Associate Editor, St. John’s University Law Review

Professional Memberships

State Bar of Georgia
– Business Law Section

Thomas E. Sowers

Thomas E. Sowers

Shareholder

Thomas's Bio

Latest Post

Latest Publications

Thomas's Biography

Thomas's Publications

Thomas's Posts

Thomas's Videos

Thomas's Honors & Awards

Thomas's Success Stories

Thomas's Community Involvement

Thomas's Presentations

Thomas's Representative Matters

Bar Admissions

Education

Professional Memberships