To be effective, asset protection must be undertaken before problems arise. With this in mind, the attorneys of Gentry, Tipton & McLemore, PC proactively assist clients to legally protect their assets from potential creditors using techniques such as:
- Limited Liability Companies (LLCs)
- Limited Partnerships (LPs)
- Tenancy by the Entireties Trusts (TBETs)
- Tennessee Investment Services Trusts (TISTs)
- Spousal Lifetime Access Trusts (SLATs)
- Life Insurance/Annuities
- Retirement Accounts/Health Savings Accounts
The firm represents various financial institutions, including banks, savings and loan associations and other lending institutions, in such transactions as:
- Construction and permanent real estate mortgage financing
- Corporate acquisitions and leveraged buyouts
- Development financing
- Inventory and accounts receivable financing
- Conduit and non-recourse lending
- Loan participation
- Letters of credit
- Bankers’ acceptances
Our attorneys have extensive experience in bankruptcy cases. Maurice Guinn and Morris Kizer have been practicing law for over 40 years. They represent committees, creditors (secured and unsecured), debtors, and trustees in Chapter 11 cases. They also pursue and defend avoidance and dischargeability actions.
Our firm provides legal advice on business matters ranging from the general to the complex. We offer a wide variety of services, including:
- Organizing and advising business entities such as corporations, general partnerships, limited partnerships, limited liability companies and joint ventures
- Negotiating and document drafting for mergers and acquisitions, sales of stock, sales of assets and related transactions
- Negotiating and drafting contracts, leases, employment agreements and other similar documents
Commercial Real Estate
The firm represents individuals, partnerships, limited liability companies, REITs and private and publicly held corporations in real estate acquisition, financing, development, construction, commercial leasing, land use, management and disposition.
The firm has extensive experience in transactions involving apartment projects, health care properties, restaurant and hotel properties, terminal and distribution facilities, the sale and leasing of commercial office buildings and industrial investment properties, tax-deferred (Section 1031) like kind exchanges, bond financed transactions, and complex development projects.
Our firm represents owners, general contractors, subcontractors and material suppliers in all phases of the construction process including:
- dispute resolution
Our firm has extensive experience in forming, organizing and advising multiple types of entities, including:
- Professional Corporations
- General Partnerships
- Limited Partnerships
- Limited Liability Partnerships
- Limited Liability Companies
- Professional Limited Liability Companies
- Nonprofit Companies
Our attorneys assist our clients in the preparation of all required organizational documentation, as well as shareholder and employment agreements. In addition to the formation of new entities, the firm also helps to qualify existing entities to conduct business in other states and to prepare resolutions for ongoing business activities.
Our attorneys represent and enforce the rights of secured and unsecured creditors in bankruptcy cases and in state and federal courts. We enforce deeds of trust through non-judicial foreclosures. We pursue and seek to enforce judgments. We also defend avoidance actions by both bankruptcy trustees and other claimants in state court.
Our firm represents employers in all phases of the employer-employee relationship, including:
- Litigation in state and federal court
- EEOC and other Administrative claims
- Employee manuals
- Employment contracts
- Non-competition agreements
- Wrongful discharge
- Employment-related tort actions
- Unlawful discrimination
- Wage & hour
The estate planning attorneys of Gentry, Tipton & McLemore, PC address both the tax and non-tax needs of our clients, both during life and at death.
Death taxes are now irrelevant for almost everyone. Tennessee repealed its gift tax in 2012 and its inheritance tax in 2016. The federal estate tax still exists, but with a temporary $10 million per person exemption that is indexed for inflation. The exemption is scheduled to revert to $5 million per person in 2026. In addition, the exemption is portable, meaning the surviving spouse can inherit the unused exemption of a predeceased spouse. As a result, many people who have not updated their estate plan since the mid-2000s have plans that are needlessly complicated.
Nonetheless, federal income tax remains an issue, particularly for clients with significant amounts in IRAs, 401ks, and other retirement assets. Special care must be taken to ensure that beneficiaries receive the benefit of retirement assets in the most tax-efficient manner possible.
Unlike in the past, for most people estate planning is driven by non-tax concerns. These include:
- BLENDED FAMILY ISSUES–such as providing for a spouse while also protecting the inheritance of children from a previous marriage;
- OUT-OF-STATE REAL ESTATE–avoiding probate in states with burdensome probate rules;
- DISINHERITANCE–never leave anyone $1!;
- Potential CHALLENGES TO THE ESTATE PLAN;
- EQUALIZING INHERITANCES–especially when one beneficiary has received disproportionate lifetime gifts or loans;
- DISABILITY–yours or your beneficiaries, whether potential or actual;
- ASSET MANAGEMENT–concerns regarding your ability, or the ability of your beneficiaries, to manage assets, now or in the future;
- CREDITORS–yours or your beneficiaries, whether potential or actual;
- FAMILY BUSINESS;
- FAMILY ASSETS–preserving a family farm or vacation home for the enjoyment of future generations;
- Beneficiaries with SUBSTANCE ABUSE ISSUES;
- CHARITABLE PLANNING; and
- SIMPLIFICATION of earlier, tax-focused plans.
We have many tools in our estate planning toolbox. These include:
- General Powers of Attorney (GPOAs)
- Health Care Powers of Attorney/Living Wills/Advance Directives
- Revocable Living Trusts (RLTs)
- Family Limited Partnerships (FLPs)
- Family Limited Liability Companies (Family LLCs)
- Spousal Lifetime Access Trusts (SLATs)
- Intentionally Defective Grantor Trusts (IDGTs)
- Grantor Retained Annuity Trusts (GRATs)
- Qualified Personal Residence Trusts (QPRTs)
- Charitable Remainder Trusts (CRTs)
- Charitable Lead Trusts (CLTs)
- Community Property Trusts (CPTs)
- Special Needs Trusts (SNTs)
- Dynasty Trusts
- Marital Trusts
- See-Through Trusts for Retirement Assets (aka Conduit Trusts)
- Tenancy by the Entireties Trusts (TBETs)
- Irrevocable Life Insurance Trusts (ILITs)
- Private Foundations
The firm provides litigation support for each of Gentry, Tipton & McLemore’s other practice areas. We provide an entire range of litigation services necessary to fully support our clients. Our attorneys have extensive experience in handling cases in both state and federal courts throughout Tennessee, as well as other states either by association of local counsel or upon admission to the court pro hac vice.
The attorneys at Gentry, Tipton & McLemore are committed to pursuing our clients’ objectives as efficiently and professionally as possible. We recognize that litigation can be expensive, protracted and unpredictable. Our goal is to aid our clients in solving their problems in the most expeditious and satisfactory way – whether this involves negotiation, arbitration, mediation or a trial.
Mergers and Acquisitions
Our firm represents entities acquiring and being acquired by other entities in asset acquisitions, stock purchases, divestitures, tax-deferred reorganizations and takeover transactions. Our attorneys assist clients in all phases of acquisition transactions, including structuring acquisitions, making acquisition offers and arranging financing. In recent years, our firm has assisted clients in the purchase and sale of banking institutions, hospitals, oil and gas properties, manufacturing and telecommunications businesses, automotive dealerships, equipment leasing companies, software and technology companies, manufacturers, and many others.
We assist executors, administrators, beneficiaries, and creditor in all aspects of the probate process.
Executors & Administrators
If the decedent died with a valid last will and testament (testate), the personal representative of the estate is generally called the executor. An administrator is the personal representative of an estate in which the decedent dies without a valid will (intestate). Our representation of executors and administrators includes advice regarding:
- Whether probate is even necessary;
- When to open probate;
- Who should serve as executor or administrator;
- The appropriate form of probate, such as common form, solemn form, limited probate for the purpose of establishing muniment of title; ancillary probate; and small estate probate;
- Probate deadlines;
- Lost wills;
- Interpretation of documents;
- Will contests;
- Collection of assets;
- Real estate issues;
- Handling closely-held businesses in an estate;
- IRAs, 401(k)s, and other retirement assets;
- Creditor issues;
- State and federal tax issues;
- Disputes among beneficiaries; and
- Disputes with beneficiaries.
If you are the beneficiary of an estate, whether testate or intestate, you have certain rights with respect to the estate. Moreover, surviving spouse’s have additional rights, known as spousal allowances, including elective share, year’s support, exempt property, and homestead. Whether you are a spouse or non-spouse beneficiary, we can advise you of your rights. Note that some of these rights are time-sensitive, so time is of the essence.
In addition, we help resolve estate disputes by, among other things, seeking court interpretation of documents and removal of executors or administrators. We have also successfully helped clients pursue and defend will contests.
Beneficiaries who are minors or who have special needs can present special challenges. Outright inheritance may not be feasible or desirable. We can advise you on alternatives.
If someone died owing you money, you have certain rights in probate as a creditor of the estate. However, these rights are time-sensitive. If you wait too long, your claim could be lost. We help creditors enforce their rights in probate, including petitioning the probate court to open the estate on behalf of a creditor when the decedent’s family is trying to run out the clock.
Our firm practices in a wide variety of tax areas, including business planning, estate planning, tax-exempt organizations work, income tax planning, state and local tax issues, and federal and state tax disputes. Our firm regularly counsels on:
- Choice of entity
- Deferred compensation agreements
- Tax structuring of real estate transactions
- Stock options
- Retirement plans
- Tax-favored acquisitive reorganizations
- Leveraged buyouts
- ESOP acquisitions
- Divestitures of subsidiaries
- Sale of business
- Business liquidations and terminations
- Estate Planning
- Tax disputes
- State and local taxation
- Formation of tax-exempt organizations
- Tax-deferred (Section 1031) like kind exchanges
- Partnership and Corporate taxation
We regularly assist individual and corporate trustees, potential trustees, and beneficiaries (including charitable organizations) in such matters as:
- Interpretation Issues
- Special Assets Issues (e.g., real estate or going concerns)
- Creditor Issues
- State and Federal Tax Matters
- Trust Modifications
- Division or Combination of Trusts
- Addition or Removal of Trustees
- Non-Judicial Settlement Agreements
- Trust Disputes
- Trust Litigation