Michael S.  Rosenthal

Michael S. Rosenthal

Partner - Wagner, Johnston & Rosenthal, P.C.

Contact Details

Jurisdiction
  • Georgia
Address
5855 Sandy Springs Circle Suite 300 Atlanta, GA 30328-4834
Atlanta
Georgia
United States

Practice Area Membership(s)

  • Franchise and Distribution Law

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Biography

Mike Rosenthal received both his undergraduate degree (B.A. with honors, 1977) and his law degree (J.D. 1980) from the University of Florida.  After graduation from law school, Mike served four years as an Assistant Attorney General for the State of Georgia.  Following his entry into private practice in 1984, Mike remained active in service to the State of Georgia, both in the Governor’s Office of Consumer Affairs (as Coordinator of Special Projects) and as a Special Assistant Attorney General.  Mike’s practice primarily involves the representation of franchise, professional and service industry clients, providing day-to-day business counseling and advice, as well as litigation services when necessary.

Mike has represented numerous start-up franchisors, sellers of business opportunities and other sellers in licensing and distribution arrangements. His practice includes counseling clients on the best way to format their business, franchise, licensing or some other distribution model. Mike prepares and files necessary government registrations and disclosures, addresses regulatory problems and concerns on behalf of clients and, when necessary, represents his clients in court to protect their interests. Mike particularly enjoys working with clients in the planning stages in order to avoid regulatory and other issues. Mike represents many “inbound” franchisors from other parts of the world, franchising in the U.S. for the first time, including companies from Canada, Belgium, Spain, Italy and Brazil.

Mike is one of a very small number of attorneys nationally to specialize in representing sellers of business opportunities.  Mike is a member of the American Bar Associations’ Forum on Franchising and of the Georgia Bar’s Franchise and Distribution Law Section.

Until its sale for $6.2 Billion, Mike served as an independent Director of Inland Retail Real Estate Trust, Inc. (IRRETI) a public real estate investment trust which was one of the largest owners of retail space in the Southeast.  IRRETI managed over 300 retail shopping centers or single tenant properties, primarily east of the Mississippi River.

Mike is an active University of Florida alumnus, serving on the Alumni Association’s Atlanta Regional Council and the Alumni Advisory Board to the Department of Political Science. Needless to say, Mike also enjoys Gator football and basketball.

Firm Description

Wagner, Johnston & Rosenthal is a full service law firm with extensive experience in all business matters, including the representation of franchisors, franchisees and distributors.  Our focus is the representation of businesses and entrepreneurs.

Our mission is to provide exceptional legal services at reasonable rates to business owners and corporate executives. We pride ourselves in providing excellent service to our clients.  

Our practice areas include corporate, mergers and acquisitions, commercial real estate, business litigation and alternative dispute resolution, tax planning and dispute resolution, employment law, patents and intellectual property, franchise and distribution law, securities and investment disputes.

Tax Planning:

Our attorneys engage in tax planning activities for numerous clients, ranging from complex reorganizations to planning appropriate business structures for small businesses and entrepreneurs. Our attorneys have been involved in corporate and partnership planning activities that include corporate acquisitions, dispositions, reorganizations and formations. We counsel our clients on the appropriate tax treatment for a particular entity and on creative ways of structuring a transaction to minimize tax costs. The firm’s tax attorneys are skilled in the planning required by individuals, corporations and partnerships to minimize tax consequences and comply with increasingly complex regulatory requirements.

Tax Conflicts:

We are often involved in representing client interests in dealing with the Internal Revenue Service and relevant state revenue departments. Our attorneys are often brought in to consult with clients and their accounting firms throughout the audit process, to assist or to direct the IRS Appeals process and if necessary to litigate. We have represented client interests in both civil and criminal tax matters at both the federal and state court level. The firm’s attorneys have been uniquely successful in eliminating IRS penalties. In particular, in District Court, we overcame an assertion of a 40% penalty by the IRS on approximately $30,000,000 in excess depreciation.

Firm History:

In June of 1981, the Firm was founded by five attorneys who left the Atlanta law firm of Troutman, Sanders, Lockerman & Ashmore.

In 1996, the Firm changed its name to Wagner, Johnston & Rosenthal, P.C.

In January of 2004, our Firm relocated its offices from Tower Place in Buckhead to 5855 Sandy Springs Circle, Suite 300, Atlanta, Georgia 30328.  We purchased the third floor of a new 3 story office condominium building near the intersection of I-285 and Roswell Road.  We carefully planned and supervised the build out of our 10,000 square foot offices, with an emphasis on state of the art technology and tasteful décor.

In June of 2011, we celebrated our 30th anniversary.