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.

Representative Experience

• 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.
• Prepares registration documents (including Form ADV Part 1), disclosure documents (including Form ADV Parts 2A and 2B), compliance and procedure manuals, client service agreements and representative agreements for investment advisory and broker-dealer firms.
• Advises non-reporting companies on when and how to prepare and complete required filings with federal and state securities regulators and self-regulatory organizations.
• Prepares and reviews public company securities filings, including initial and shelf registration statements, prospectuses, proxy statements, and 10-K, 10-Q, and 8-K reports.
• Counsels broker-dealer firms, registered investment advisers, and licensed insurance agents in responding to regulatory inquiries and administrative proceedings of SEC and state securities enforcement officials.

Representative Experience

• 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.
• Advises start-up companies as well as established automotive suppliers on issues of state and federal regulatory compliance for the design and testing of automated vehicles and strategies for supply chain risk management.

Representative Experience

• 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.
• Reviews and negotiates, on an ongoing basis, various procurement, supply and service contracts of a global Tier 1 automotive supplier.
• Serves as corporate counsel to a joint venture between two global Tier 1 automotive suppliers focused on automated motion control systems.
• Advised Tier 2 automotive supplier on WP.29 European regulatory requirements for certain automated driving functions and advanced driver-assistance systems in connection with product development decision.