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John C.
Muhs

  • Associate

The best corporate and securities attorneys view themselves as “transaction cost engineers,” which starts with understanding the risks our clients face in the work that they do. I can then focus my efforts on minimizing our client’s risks in the transaction, and advising on the practical implications of risks that cannot be eliminated. The multi-faceted nature of my practice enables my clients to benefit from a broad base of experience, while I enjoy solving new kinds of problems every day. The real satisfaction I get from serving our clients, though, lies in the real-world impact of our work. Whether it’s an entrepreneur achieving their goals and finding a successful exit for their business, a CDFI raising money to fund sustainable agriculture projects, or an investment advisor finding a partner to lead their business into the next generation, I relish the job of turning vision into reality in a cost-efficient manner while zealously protecting my clients’ interests.

John Muhs focuses his practice on handling securities matters for charitable organizations. John is a key member of Warner’s industry-leading impact investing group, working with community development financial institutions, church extension funds, charitable loan funds, and other nonprofit and impact-focused organizations from across the country to finance affordable housing, sustainable agriculture, educational initiatives and other critical community development activities. Charitable and mission-focused lenders and investors that John has helped raise capital include a mortgage lender and provider of down payment assistance and first-time homebuyer programs and multiple pre-seed investment funds under the Michigan Innovate Capital Program focused on early-stage technology companies innovating in advanced materials, alternative energy, mobility solutions and other sectors. He also represents denominational foundations exercising the organizational investment, endowment and planned giving operations for national organizations.

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

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.

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.

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.
  • Panel Discussion, DILA 2024 Conference, September 17, 2024, Charleston, South Carolina
  • Fiduciary Duties Under DOL PTE 2020-02 and Rollover Practices,” Warner Virtual CCO Roundtable, September 1, 2021
  • SEC Exams During COVID-19,” Warner Virtual CCO Roundtable, June 2, 2021
  • The Modernized Marketing Rule,” Warner Virtual CCO Roundtable, March 3, 2021
  • “Conversational Q&A,” ITS Michigan Annual Meeting, September 25, 2019, Ann Arbor, Michigan
  • “Supplier / Start Up Partnerships,” 2019 3Q Mobility Supplier Forum, September 5, 2019, Menlo Park, California
  • “Legal and Regulatory Issues around Autonomous and Connected Vehicles,” IoT TechConnect, April 4, 2018, Troy, Michigan
  • What’s the Regulatory Environment for Autonomous Vehicles?” M2 TechCast, March 6, 2018, Royal Oak, Michigan
  • “Regulatory Environment Update for Autonomous/Connected Vehicles,” The Automotive Supplier’s Legal Guide to 2018: Buckle Up and Get Ready for Rapid Change, OESA Seminar, February 7, 2018, Troy, Michigan
  • “Update: Liability Environment of Shared-Control Connected and Automated Vehicles,” Mcity Annual Congress, November 14, 2017, Ann Arbor, Michigan
  • “Liability Environment of Shared-Control Connected and Automated Vehicles,” Mcity Research Review, May 2, 2017, Ann Arbor, Michigan
  • “Regulation and Supply Chain Imperatives for Autonomous and Connected Vehicles,” The Automotive Supplier’s Guide to 2017: Legal Trends and Insight for the New Year, OESA Seminar, February 2, 2017, Troy, Michigan
  • “Commercial Truck Platooning,” Mobility Transformation Center Annual Congress, November 16, 2016, Ann Arbor, Michigan
  • Selecting a Private Offering Type, Wolters Kluwer SmartTask, November 1, 2018
  • “Evergreen Clauses: Still a Useful Commercial Contracting Tool, But Not Without Pitfalls,” Michigan Bar Journal, September 2018
  • “Hometown Hero? The Detroit Reaction to Joe Louis,” Traces: The UNC-Chapel Hill Journal of History, vol. 2 (Spring 2013): 86-111
  • Selecting a Private Offering Type, Wolters Kluwer SmartTask, November 1, 2018
  • “Evergreen Clauses: Still a Useful Commercial Contracting Tool, But Not Without Pitfalls,” Michigan Bar Journal, September 2018
  • “Hometown Hero? The Detroit Reaction to Joe Louis,” Traces: The UNC-Chapel Hill Journal of History, vol. 2 (Spring 2013): 86-111
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John C.
Muhs

  • Associate
Detroit

My admin

The best corporate and securities attorneys view themselves as “transaction cost engineers,” which starts with understanding the risks our clients face in the work that they do. I can then focus my efforts on minimizing our client’s risks in the transaction, and advising on the practical implications of risks that cannot be eliminated. The multi-faceted nature of my practice enables my clients to benefit from a broad base of experience, while I enjoy solving new kinds of problems every day. The real satisfaction I get from serving our clients, though, lies in the real-world impact of our work. Whether it’s an entrepreneur achieving their goals and finding a successful exit for their business, a CDFI raising money to fund sustainable agriculture projects, or an investment advisor finding a partner to lead their business into the next generation, I relish the job of turning vision into reality in a cost-efficient manner while zealously protecting my clients’ interests.

John Muhs focuses his practice on handling securities matters for charitable organizations. John is a key member of Warner’s industry-leading impact investing group, working with community development financial institutions, church extension funds, charitable loan funds, and other nonprofit and impact-focused organizations from across the country to finance affordable housing, sustainable agriculture, educational initiatives and other critical community development activities. Charitable and mission-focused lenders and investors that John has helped raise capital include a mortgage lender and provider of down payment assistance and first-time homebuyer programs and multiple pre-seed investment funds under the Michigan Innovate Capital Program focused on early-stage technology companies innovating in advanced materials, alternative energy, mobility solutions and other sectors. He also represents denominational foundations exercising the organizational investment, endowment and planned giving operations for national organizations.

  • Panel Discussion, DILA 2024 Conference, September 17, 2024, Charleston, South Carolina
  • Fiduciary Duties Under DOL PTE 2020-02 and Rollover Practices,” Warner Virtual CCO Roundtable, September 1, 2021
  • SEC Exams During COVID-19,” Warner Virtual CCO Roundtable, June 2, 2021
  • The Modernized Marketing Rule,” Warner Virtual CCO Roundtable, March 3, 2021
  • “Conversational Q&A,” ITS Michigan Annual Meeting, September 25, 2019, Ann Arbor, Michigan
  • “Supplier / Start Up Partnerships,” 2019 3Q Mobility Supplier Forum, September 5, 2019, Menlo Park, California
  • “Legal and Regulatory Issues around Autonomous and Connected Vehicles,” IoT TechConnect, April 4, 2018, Troy, Michigan
  • What’s the Regulatory Environment for Autonomous Vehicles?” M2 TechCast, March 6, 2018, Royal Oak, Michigan
  • “Regulatory Environment Update for Autonomous/Connected Vehicles,” The Automotive Supplier’s Legal Guide to 2018: Buckle Up and Get Ready for Rapid Change, OESA Seminar, February 7, 2018, Troy, Michigan
  • “Update: Liability Environment of Shared-Control Connected and Automated Vehicles,” Mcity Annual Congress, November 14, 2017, Ann Arbor, Michigan
  • “Liability Environment of Shared-Control Connected and Automated Vehicles,” Mcity Research Review, May 2, 2017, Ann Arbor, Michigan
  • “Regulation and Supply Chain Imperatives for Autonomous and Connected Vehicles,” The Automotive Supplier’s Guide to 2017: Legal Trends and Insight for the New Year, OESA Seminar, February 2, 2017, Troy, Michigan
  • “Commercial Truck Platooning,” Mobility Transformation Center Annual Congress, November 16, 2016, Ann Arbor, Michigan
  • Selecting a Private Offering Type, Wolters Kluwer SmartTask, November 1, 2018
  • “Evergreen Clauses: Still a Useful Commercial Contracting Tool, But Not Without Pitfalls,” Michigan Bar Journal, September 2018
  • “Hometown Hero? The Detroit Reaction to Joe Louis,” Traces: The UNC-Chapel Hill Journal of History, vol. 2 (Spring 2013): 86-111
  • Selecting a Private Offering Type, Wolters Kluwer SmartTask, November 1, 2018
  • “Evergreen Clauses: Still a Useful Commercial Contracting Tool, But Not Without Pitfalls,” Michigan Bar Journal, September 2018
  • “Hometown Hero? The Detroit Reaction to Joe Louis,” Traces: The UNC-Chapel Hill Journal of History, vol. 2 (Spring 2013): 86-111