Brian
J. Passante
Click on the title headings to expand
each for more information
Introduction
Brian J. Passante has been working for over twenty
years and with corporate and business clients of all
sizes to grow their businesses and control legal
risks in the Middle Georgia area. His practice
concentrations include business and corporate law,
business formation and planning, commercial law and
general litigation, representation of healthcare
providers, small business representation including
employment and labor matters, commercial real estate
and land development and zoning, and the
representation of landlords in the commercial
setting.
My Contact Information
BRIAN J. PASSANTE
Passante
Law Group, LLC
4009-B Vineville Avenue
Macon, GA 31210
Office: (478) 254.6788, Ext 101
Mobile: (478) 973.0626
Facsimile: (800) 693.7915
Email Address:
Brian.Passante@PLG-Law.com
Law Practice Area Concentrations
Business Formation: General business organization and
formation including corporations, partnerships,
limited liability companies, joint ventures and other
business associations.
Commercial and Residential Real Estate Development: Including representation of property developers, owners and contractors, commercial and residential landlords and tenants.
Business and Commercial Law/Creditor Representation in Bankruptcy: Litigation advice and consultation, including Uniform Commercial Code, preservation and protection of priority of secured lender’s liens in state law and federal bankruptcy law settings. Advice concerning trade secrets, non-competition agreements and related matters.
Advice and Representation of Banks, Financial Institutions, and Large Corporations: In connection with commercial collection matters, and post-judgment pursuit of assets.
General and Specialized Healthcare Representation: Including the representations of hospitals, healthcare providers and physician practices.
Employment Discrimination and Employment Related Matters: Including advice, consultation and litigation respecting wage and hour, Title VII, age discrimination and similar employment and labor matters. Advice concerning written employment contracts, executive employment contracts and compensation packages, non-competition agreements, and non-solicitation agreements.
Preventive Corporate Law: Advice and consultation of businesses small, medium and large on preventative law, risk management, annual audits, sales tax audits and annual corporation minute book audits.
Technology Law & Software Licensing: Representation and advice concerning technology law and technology related issues, including software licensing, software and hardware development, technology consulting agreements, and the representation of technology providers and consumers.
Sales, Purchases, Acquisition, and Mergers: Simple and complex mergers and acquisitions and corporate finance, including the sale of small, medium and large businesses through stock purchase and asset purchase transactions representing both purchaser and seller.
Commercial and Residential Real Estate Development: Including representation of property developers, owners and contractors, commercial and residential landlords and tenants.
Business and Commercial Law/Creditor Representation in Bankruptcy: Litigation advice and consultation, including Uniform Commercial Code, preservation and protection of priority of secured lender’s liens in state law and federal bankruptcy law settings. Advice concerning trade secrets, non-competition agreements and related matters.
Advice and Representation of Banks, Financial Institutions, and Large Corporations: In connection with commercial collection matters, and post-judgment pursuit of assets.
General and Specialized Healthcare Representation: Including the representations of hospitals, healthcare providers and physician practices.
Employment Discrimination and Employment Related Matters: Including advice, consultation and litigation respecting wage and hour, Title VII, age discrimination and similar employment and labor matters. Advice concerning written employment contracts, executive employment contracts and compensation packages, non-competition agreements, and non-solicitation agreements.
Preventive Corporate Law: Advice and consultation of businesses small, medium and large on preventative law, risk management, annual audits, sales tax audits and annual corporation minute book audits.
Technology Law & Software Licensing: Representation and advice concerning technology law and technology related issues, including software licensing, software and hardware development, technology consulting agreements, and the representation of technology providers and consumers.
Sales, Purchases, Acquisition, and Mergers: Simple and complex mergers and acquisitions and corporate finance, including the sale of small, medium and large businesses through stock purchase and asset purchase transactions representing both purchaser and seller.
Bar Admissions and Licenses
Admitted to Law Practice:
June 1986, Georgia
Bar Admissions:
State of Georgia, 1986
U.S. Court of Appeals 11th Circuit, 1987
U.S. District Court Middle District of Georgia, 1986
U.S. District Court Northern District of Georgia, 1986
June 1986, Georgia
Bar Admissions:
State of Georgia, 1986
U.S. Court of Appeals 11th Circuit, 1987
U.S. District Court Middle District of Georgia, 1986
U.S. District Court Northern District of Georgia, 1986
Educational Background
Law School:
Mercer University, School of Law, J.D.,
cum laude, 1986; Member, Mercer Law Review, Brainard Currie Honor Society
Undergraduate:
Mercer University, B.S. Biology, 1982
Mercer University, School of Law, J.D.,
cum laude, 1986; Member, Mercer Law Review, Brainard Currie Honor Society
Undergraduate:
Mercer University, B.S. Biology, 1982
Professional Associations
Georgia Hospital Association Attorneys (GAHA) since
1999.
American Health Lawyers Association (AHLA) and predecessor since 1994.
National Association of Bond Lawyers.
Admitted to the State Bar of Georgia, 1986.
Macon Bar Association.
Georgia Supreme Court and Georgia Court of Appeals.
U.S. District Court for the Middle District of Georgia.
U.S. District Court for the Northern District of Georgia.
United States Bankruptcy Court, Middle District of Georgia.
American Bar Association.
American Health Lawyers Association (AHLA) and predecessor since 1994.
National Association of Bond Lawyers.
Admitted to the State Bar of Georgia, 1986.
Macon Bar Association.
Georgia Supreme Court and Georgia Court of Appeals.
U.S. District Court for the Middle District of Georgia.
U.S. District Court for the Northern District of Georgia.
United States Bankruptcy Court, Middle District of Georgia.
American Bar Association.
Community Involvement
Greater Macon Chamber of Commerce General Counsel,
2006. Member since 1986; Executive Board Committee
Member, 2006.
Pro bono legal representation including four (4) years of pro bono e-mail Let’s Talk Law questions, e-mails, referrals and phone calls.
Pro bono representation of private client in 2005-2006 in connection with mortgage fraud case resulting in $25,000.00 settlement from the Georgia Client Security Trust Fund.
Pro bono work in connection with business development and community, including Changin’ Macon Social Club and the Downtown Merchants Association.
Substantially discounted fees for pro bono work in the preparatory work for the Macon Downtown Business Improvement District and the successor, Downtown Community Improvement District.
Pro bono legal representation including four (4) years of pro bono e-mail Let’s Talk Law questions, e-mails, referrals and phone calls.
Pro bono representation of private client in 2005-2006 in connection with mortgage fraud case resulting in $25,000.00 settlement from the Georgia Client Security Trust Fund.
Pro bono work in connection with business development and community, including Changin’ Macon Social Club and the Downtown Merchants Association.
Substantially discounted fees for pro bono work in the preparatory work for the Macon Downtown Business Improvement District and the successor, Downtown Community Improvement District.
Representative Clients
Central
Georgia Health Systems, Inc., and related entities
including The Medical Center of Central Georgia,
Inc., Central Georgia Health Ventures, Inc. et al.
Fusion Point Technology Solutions and TechLAN
Macon Mall, LLC and Prime Retail, LLC
AppliedMESH Technologies of Georgia, Inc. and AppliedMESH Technologies, LLC
SunTrust Bank of Middle Georgia
MBG Office Products, Inc.
The Corporation of Mercer University
Leach Industries, Inc.
Exchange Bank, N.A. of Milledgeville, Georgia
R.C. Gregory Enterprises, Inc. and Lowe Supply
CareSouth Health System, Inc.
Security Bank, Security Bank of Houston County
NewTown Macon, Inc.
MAB, Inc. and Carol Roobin Bashuk Hearing Aids
Dr. Peter O. Holliday, III
Triad Mechanical Company, Inc.
Woodland South Properties, LLC
Satilla Ventures III
Gateway Macon, LLC
Dunwody Beeland Architects
Tom Ward Homes, Inc.
Bank of America
Stafford Transport, Inc
Women’s Specialty Care, P.C., Drs. Slocumb, Evans and Harper
Tandum Ventures, Inc
Loper Brothers Holdings, LLC d/b/a Pig-In-A-Pit BBQ
Georgia Music Hall of Fame, Inc.
R.G.W. Communications, Inc. d/b/a Watson Cable
The Center for Racial Understanding, Inc.
Friends of the Douglas Theatre, Inc.
Georgia Sports Hall of Fame, Inc.
Willingham Sash & Door Company
Harville Electric, Inc.
Fusion Point Technology Solutions and TechLAN
Macon Mall, LLC and Prime Retail, LLC
AppliedMESH Technologies of Georgia, Inc. and AppliedMESH Technologies, LLC
SunTrust Bank of Middle Georgia
MBG Office Products, Inc.
The Corporation of Mercer University
Leach Industries, Inc.
Exchange Bank, N.A. of Milledgeville, Georgia
R.C. Gregory Enterprises, Inc. and Lowe Supply
CareSouth Health System, Inc.
Security Bank, Security Bank of Houston County
NewTown Macon, Inc.
MAB, Inc. and Carol Roobin Bashuk Hearing Aids
Dr. Peter O. Holliday, III
Triad Mechanical Company, Inc.
Woodland South Properties, LLC
Satilla Ventures III
Gateway Macon, LLC
Dunwody Beeland Architects
Tom Ward Homes, Inc.
Bank of America
Stafford Transport, Inc
Women’s Specialty Care, P.C., Drs. Slocumb, Evans and Harper
Tandum Ventures, Inc
Loper Brothers Holdings, LLC d/b/a Pig-In-A-Pit BBQ
Georgia Music Hall of Fame, Inc.
R.G.W. Communications, Inc. d/b/a Watson Cable
The Center for Racial Understanding, Inc.
Friends of the Douglas Theatre, Inc.
Georgia Sports Hall of Fame, Inc.
Willingham Sash & Door Company
Harville Electric, Inc.
Representative Transactions
CareSouth Healthmaster
Transaction.
Handled combined transaction including bankruptcy
proceedings and negotiation of the purchase of
Healthmaster Home Healthcare for CGHS forming the
new CareSouth Home Health subsidiary. 1995-1996.
Transaction included more than $60MM of purchase
assets and assumed debts along with separate
transactions for more than $15MM in immediate
resale.
Acquisition Warranty Breach Litigation. Represented CGHS in connection with post-sale warranty breach by Chapter 7 Trustee and Bankruptcy Estate of Healthmaster Home Healthcare for $1.5MM claim of CGHS.
Large State Contract Healthcare Billing Disputes. Handled a significant billing dispute between MCCG and the State of Georgia, Department of Corrections seeking more than $1.6MM in unpaid healthcare treatment and services resulting in significant settlement in 2005.
Varied Multi-Million Management Agreements and Acquisition Sales. A variety of representations of CareSouth Home Health Services, a subsidiary of MCCG, in corporate, healthcare, and acquisition and merger transactions. 1996 – 2004.
Significant Technology License Agreement. Handled the negotiation and preparation of a substantial multi-million dollar software licensing and support agreement for CareSouth Health Systems with the McKesson software company.
Medical Waste Incinerator Sale. Handled all corporate negotiations and sale transactions including commercial real estate matters associated with the sale of Central Georgia Health Ventures, Medical Waste Incinerator.
Medical Laundry Sale and Real Estate. Handled sale negotiations, real estate and asset conveyance including long-term multi-million dollar outsourcing hospital, laundry and sanitized linen services with reference to Central Health Ventures’ medical laundry subsidiary.
ERISA, Subrogation and Payment Issues for Healthcare Providers. Co-counsel and legal advice on substantial number of ERISA subrogation and insurance claims on behalf of healthcare providers.
Representation of Commercial Banks in Asset Recovery. Successful engagements in complex asset and debt recovery, including fraudulent conveyances.
Commercial and Business Contracts, Transactions and Litigation. Ongoing and routine handling over 20 years of enumerable commercial and business matters, including the defense of pursuit of construction and materialman’s liens.
General Corporate and Business Organization. General representation, including preventative legal advice, corporate formation, partnership formation and corporate disputes with many organizations, incorporators, promoters and organizers.
Government Contracting Disputes and Appeals. Pursuit of multi-million dollar government contracting claims on behalf of several clients against government agencies, and third-party subcontractors.
Non-Profit Formation and Advice. Formation and advice concerning the application for and maintenance of 501(c)(3) not-for-profit federal tax status of a number of agencies and community organizations.
Macon Chamber of Commerce. General Counsel to the Greater Macon Chamber of Commerce: 2006; represented the Chamber and Executive Board on a variety of business promotional, growth and economic development matters.
Acquisition Warranty Breach Litigation. Represented CGHS in connection with post-sale warranty breach by Chapter 7 Trustee and Bankruptcy Estate of Healthmaster Home Healthcare for $1.5MM claim of CGHS.
Large State Contract Healthcare Billing Disputes. Handled a significant billing dispute between MCCG and the State of Georgia, Department of Corrections seeking more than $1.6MM in unpaid healthcare treatment and services resulting in significant settlement in 2005.
Varied Multi-Million Management Agreements and Acquisition Sales. A variety of representations of CareSouth Home Health Services, a subsidiary of MCCG, in corporate, healthcare, and acquisition and merger transactions. 1996 – 2004.
Significant Technology License Agreement. Handled the negotiation and preparation of a substantial multi-million dollar software licensing and support agreement for CareSouth Health Systems with the McKesson software company.
Medical Waste Incinerator Sale. Handled all corporate negotiations and sale transactions including commercial real estate matters associated with the sale of Central Georgia Health Ventures, Medical Waste Incinerator.
Medical Laundry Sale and Real Estate. Handled sale negotiations, real estate and asset conveyance including long-term multi-million dollar outsourcing hospital, laundry and sanitized linen services with reference to Central Health Ventures’ medical laundry subsidiary.
ERISA, Subrogation and Payment Issues for Healthcare Providers. Co-counsel and legal advice on substantial number of ERISA subrogation and insurance claims on behalf of healthcare providers.
Representation of Commercial Banks in Asset Recovery. Successful engagements in complex asset and debt recovery, including fraudulent conveyances.
Commercial and Business Contracts, Transactions and Litigation. Ongoing and routine handling over 20 years of enumerable commercial and business matters, including the defense of pursuit of construction and materialman’s liens.
General Corporate and Business Organization. General representation, including preventative legal advice, corporate formation, partnership formation and corporate disputes with many organizations, incorporators, promoters and organizers.
Government Contracting Disputes and Appeals. Pursuit of multi-million dollar government contracting claims on behalf of several clients against government agencies, and third-party subcontractors.
Non-Profit Formation and Advice. Formation and advice concerning the application for and maintenance of 501(c)(3) not-for-profit federal tax status of a number of agencies and community organizations.
Macon Chamber of Commerce. General Counsel to the Greater Macon Chamber of Commerce: 2006; represented the Chamber and Executive Board on a variety of business promotional, growth and economic development matters.
Publications and Seminars
Brian
J. Passante,
M. D. News,
healthcare news publication for Georgia physicians,
Contributing Writer, 2005 to present.
Brian J. Passante, Election Law Seminar, Speaker, Mercer University School of Law, 2006.
Brian J. Passante, CentrePlex Insurance Seminar, Speaker, 2005.
Brian J. Passante, M. D. News, healthcare news publication for Georgia physicians, Contributing Writer, 2005 to present.
Brian J. Passante, Election Law Seminar, Speaker, Mercer University School of Law, 2006.
Brian J. Passante, CentrePlex Insurance Seminar, Speaker, 2005.
Brian J. Passante, Greater Macon Business Owners Association, Speaker, 2004.
Brian J. Passante, Seminar – Mechanics Liens, Macon Better Business Bureau 2000.
Brian J. Passante, Seminar – Physician Collection, 2001.
Brian J. Passante, Seminar – Physician Collection, 1999.
Brian J. Passante, Seminar – Macon Better Business Bureau – Subject: Materialman’s and Mechanics Liens, 2000.
Brian J. Passante, Co-Author: "Legal and Tax Consequences of Organizing Physician Practices," Chapter 8, Integrating the Practice of Medicine, 1997.
Brian J. Passante, for appellees, Cramer v. Spalding County, Nos. S91A0714, S91X0715, Supreme Court of Georgia, 261 Ga. 570; 409 S.E.2d 30 (1991).
Brian J. Passante, for appellees, Evans v. Filmworks, U.S.A., Inc., No. S90A0883, Supreme Court of Georgia, 396 S.E.2d 784 (1990).
Brian J. Passante, for appellees, Hyer v. The Citizens & Southern National Bank in Macon et al., No. 76880, Court of Appeals of Georgia,188 Ga. App. 452, 373 S.E.2d 391 (1988).
Brian J. Passante, for appellees, Graham v. Wilkes, No. 76971, Court of Appeals of Georgia, 188 Ga. App. 402; 373 S.E.2d 90; 1988 Ga. App. (1988).
Brian J. Passante, Greater Macon Business Owners Association, Speaker, 2004.
Brian J. Passante, Election Law Seminar, Speaker, Mercer University School of Law, 2006.
Brian J. Passante, CentrePlex Insurance Seminar, Speaker, 2005.
Brian J. Passante, M. D. News, healthcare news publication for Georgia physicians, Contributing Writer, 2005 to present.
Brian J. Passante, Election Law Seminar, Speaker, Mercer University School of Law, 2006.
Brian J. Passante, CentrePlex Insurance Seminar, Speaker, 2005.
Brian J. Passante, Greater Macon Business Owners Association, Speaker, 2004.
Brian J. Passante, Seminar – Mechanics Liens, Macon Better Business Bureau 2000.
Brian J. Passante, Seminar – Physician Collection, 2001.
Brian J. Passante, Seminar – Physician Collection, 1999.
Brian J. Passante, Seminar – Macon Better Business Bureau – Subject: Materialman’s and Mechanics Liens, 2000.
Brian J. Passante, Co-Author: "Legal and Tax Consequences of Organizing Physician Practices," Chapter 8, Integrating the Practice of Medicine, 1997.
Brian J. Passante, for appellees, Cramer v. Spalding County, Nos. S91A0714, S91X0715, Supreme Court of Georgia, 261 Ga. 570; 409 S.E.2d 30 (1991).
Brian J. Passante, for appellees, Evans v. Filmworks, U.S.A., Inc., No. S90A0883, Supreme Court of Georgia, 396 S.E.2d 784 (1990).
Brian J. Passante, for appellees, Hyer v. The Citizens & Southern National Bank in Macon et al., No. 76880, Court of Appeals of Georgia,188 Ga. App. 452, 373 S.E.2d 391 (1988).
Brian J. Passante, for appellees, Graham v. Wilkes, No. 76971, Court of Appeals of Georgia, 188 Ga. App. 402; 373 S.E.2d 90; 1988 Ga. App. (1988).
Brian J. Passante, Greater Macon Business Owners Association, Speaker, 2004.