Corporate Governance, Mergers and Acquisitions

• Advises businesses and nonprofit organizations on choice of entity and prepares formational governance documents, including articles of organization/incorporation, operating agreements, corporate bylaws, subscription agreements, buy-sell agreements, voting agreements and director/officer indemnification agreements.
• Drafts, reviews and negotiates various agreements in connection with mergers and acquisitions, joint ventures, corporate reorganizations, debt restructuring and other transactional matters.
• Provides ongoing corporate governance counsel, including drafting of articles of incorporation, bylaws, board minutes, resolutions, written consents, and stock certificates; completes necessary regulatory filings to comply with state corporate law and best practices.
• Led the negotiation and drafting of documents in a minority-owned business enterprises’ acquisition of a packaging manufacturer.
• Negotiated definitive purchase agreement and prepared seller’s disclosure schedules in connection with $10 million sale of tool and gage business.
• Conducted due diligence and prepared seller’s disclosure schedules and closing documents in connection with $100 million sale of stock in Tier 1 automotive supplier.
• Negotiated definitive purchase agreement and prepared seller’s disclosure schedules in connection with $10 million sale of tool and gage business.
• Conducted due diligence and prepared seller’s disclosure schedules and closing documents in connection with $100 million sale of stock in Tier 1 automotive supplier.
• Conducted due diligence and prepared seller’s disclosure schedules and closing documents in connection with manufacturing and engineering company’s $110 million partial buyout by private equity.
• Conducted legal due diligence in connection with Michigan’s largest electric and gas utility’s purchase of 24-megawatt solar power plant.
• Drafted agreements and ancillary documents in connection with tax-free “split-off” reorganization of family-owned business.
• Prepares, reviews and negotiates indirect purchasing contracts on behalf of one of the world’s top home appliance manufacturers.

Securities, Funds and Investment Services

• Assists start-ups and emerging growth companies through the entire business lifecycle, from seed and development, investor management, venture financings, commercial contracts, software licensing, equity incentive planning, joint ventures, and exit transactions.
• Represents private equity, angel and venture capital funds in matters of fund formation, capital raising and investing in portfolio companies.
• Conducted due diligence and assisted in preparing prospectus for nonprofit impact investment fund’s offering of $750 million in community investment notes.
• Prepare entity formation documents, SEC and state securities filings, and disclosures in private placement memorandum for pooled investment fund focused on investments in the legal cannabis industry.
• Negotiated and drafted definitive agreements for SEC-registered investment adviser firm’s acquisition of competing firm’s book of business.
• Advised dually-registered brokerage and advisory firm regarding MSRB regulatory compliance and FINRA enforcement response.

Automotive and Autonomous and Connected Mobility

• Drafts, reviews and negotiates various procurement, supply, manufacturing, distribution and service contracts, directed-buy and multi-party agreements, general terms and conditions, and other commercial contracts for automotive suppliers.
• Drafts, reviews and negotiates agreements for the supply, development and licensing of emerging automotive technology.
• Serves as outside general counsel to the North American outfit of global Tier 3 automotive supplier: drafts and negotiates long-term agreements with customers, advises on supply chain risk management issues, prepared general terms and conditions of sale and purchase.
• Reviewed and negotiated various motor carrier, freight broker, freight forwarding, and other procurement, supply and service contracts of a global Tier 1 automotive supplier.