Through representation of a broad client base in service industries, as well as manufacturing industries, our attorneys not only prepare documents and advise clients concerning complex transactions, but routinely counsel small businesses on virtually all of the legal problems they face. Our attorneys also represent many clients before a wide array of government agencies at all levels. Reflecting the increasing internationalization of business, our attorneys often represent clients in their transactions in numerous Asian, European and Latin American countries, as well as a number of foreign-based businesses establishing a beachhead in Michigan.

Mergers and Acquisitions

Firms enter into business combinations for a wide variety of reasons. Many are in need of additional growth capability, which can be supplied by new products, an infusion of capital or acquisition of new management; others are interested in a business combination to maximize shareholder value or to provide an exit for the ownership for retirement or business continuity reasons. Whatever the reasons for considering a business combination, the needs and goals of the parties should be examined by experienced financial and legal advisors to establish a viable action plan. As the outlines of this plan become apparent, expert tax advice is needed to determine the consequences of various alternative courses of action. Our attorneys work closely with clients to set a negotiating strategy which satisfies the client's goals and takes into account market conditions, the tax impact on all the parties and the financial condition of the buyer and seller.

The preparation and negotiation of purchase and sale or merger documents is a key step in any business combination transaction, but should occur only after the planning has been done and exploratory discussions have revealed the likelihood of consummating a transaction. At this stage it is critical to avoid an unintended commitment, such as a letter of intent or terms sheet which results in a misunderstanding between the parties or becomes a source of litigation if the transaction is abandoned.

The variety of structures in the field of business combinations is virtually unlimited. Besides the usual mergers, spinoffs, asset acquisitions, stock acquisitions and consolidations, there are restructurings, leveraged buyouts, venture capital infusions, takeovers and a formidable array of similar structures often called by many different names. Our attorneys have experience in almost all of these types of transactions, are fluent in the vocabulary of the M & A world and are knowledgeable in dealings with bankers, investment advisors, accountants and others who are typically involved in these transactions. The range of industries covered by these arrangements is as broad as the firm's practice, which includes virtually all types of business activity existing in the State of Michigan.

Securities

Our attorneys are experienced in the formation of corporations, the issuance of securities and the qualification of these securities under applicable federal and state securities laws. This experience includes initial public offerings of common stock, private placements of a wide variety of equity and debt securities, venture capital financing and compliance filings with the SEC and various state securities administrators. Our experience includes advice and assistance regarding the issuance and marketing of taxable and tax-exempt debt securities, as well as specialty securities such as warrants, options and puts and calls. We routinely advise institutions with very large endowments on securities issues such as derivatives, hedge funds, private investment vehicles and trading policies. Our attorneys have also represented mutual funds, mezzanine lenders, broker-dealers and investment advisors and are knowledgeable in the regulations applicable to these entities.

Several of our attorneys are experienced in the preparation of proxy statements for annual meetings, as well as for contested elections. We also frequently prepare and file periodic reports such as 8Ks, 10Ks and 10Qs, and prepare and advise businesses concerning insider trading questions and periodic filings for officers and directors.

Clark Hill attorneys have qualified securities for listing on NASDAQ and on various national securities exchanges, and are experienced in dealing with the questions raised by these exchanges relating to trading of securities and delisting of securities. Attorneys in our office authored the Michigan Control Share Acquisition Act and are active in advising clients concerning changes in corporate control.

Closely Held Business Entities

Our corporate attorneys are experienced in the formation of closely held corporations, limited liability companies, and general and limited partnerships; and we also actively advise owners of these entities regarding a wide range of transactions. Many closely held corporations have elected S Corporation status under the Internal Revenue Code, and our attorneys are familiar with the special problems affecting these corporations and their shareholders. Typically, Clark Hill attorneys are active in the preparation of minutes, contracts and agreements relating to planning for succession of ownership in a closely held business, as well as providing tax advice to maximize the benefits of ownership and minimize the effect of taxation on succeeding generations of ownership.

In many closely held businesses, the firm's attorneys are actively involved in estate planning for family members, which enables a comprehensive approach to advising family-owned businesses.

Technology Protection and Transfer

The firm represents a large array of clients in all sorts of matters relating to protection and transfer of important technology. Our attorneys apply for and obtain patents, trademarks and copyrights. They draft and negotiate the terms of a variety of confidentiality and non-disclosure agreements, patent disclosures, patent and know-how licensing agreements, employee invention agreements and employee non-disclosure agreements. The negotiation of licensing arrangements and the preparation of instruments for protection against surreptitious and unauthorized use of technology involves the firm's attorneys in several areas of the law, including computer law, international law and tax law. The experience of negotiating these agreements spans a wide range of service industry clients ranging from investment banking, insurance brokerage, information technology, distributorships, construction, advertising and architecture businesses to retail sales, manufacturing, automotive, chemicals, pharmaceuticals, aerospace, agriculture and health care companies.

Executive Compensation

One of the most important concerns of any business is the retention and motivation of qualified management. Our attorneys have in-depth experience in the development and preparation of executive employment agreements and bonus and incentive compensation plans. Our attorneys are up to date on a wide variety of deferred tax plans, including defined benefit pension plans, 401(k), profit-sharing plans and ESOPs. We also prepare stock option plans, obtain qualification of various plans from the IRS where required, and administer compliance of various plans where governed by DOL and SEC regulations. In addition, our attorneys prepare non-compete agreements to protect against improper competition from former employees and severance agreements to terminate unsatisfactory employment relationships.

Corporate Finance

Most businesses borrow money from various sources. We are involved in the negotiation of asset-based borrowing transactions, sales and leasebacks, Eurodollar, multicurrency and U.S. bank loan agreements, leasing transactions and a host of other financing arrangements such as the issuance and sale of tax-exempt securities, debentures, bonds, warrants, puts and calls, options and other derivative securities.

Our experience ranges from the simple bank loan or S corporation shareholder agreement to the complex leveraged buyout, asset-based lending transaction or public sale of common or preferred stock.

Financial Institutions

The firm represents a variety of financial institutions, ranging from federally chartered savings and loan associations to national banks, state banks, bank holding companies, leasing companies, registered broker-dealers, mortgage brokers, BIDCOs and other guarantor organizations. Our work ranges from the formation of these institutions and their holding companies to mergers and acquisitions, compliance work and representation in secured and unsecured lending transactions. We are qualified as counsel for the Federal Deposit Insurance Corporation, and are experienced in handling workouts and bankruptcies. We are experienced in questions of lender liability and environmental compliance, as well as the specific requirements for out-of-state and foreign institutions making loans in the State of Michigan. Our institutional representation includes advice to pension plan administrators, insurance companies and large private investors regarding project finance, preparation of the documentation and representation in concluding large asset-based loans, and the renegotiation and workout of these transactions.

Antitrust

Antitrust advice to our clients is an integral part of our corporate practice. Whether in connection with mergers and acquisitions through filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or through counseling regarding marketing and distribution questions, our attorneys are familiar with the issues and concerns of businesses subject to the constraints of these laws. We have represented companies in FTC and Justice Department investigations. We regularly advise clients concerning state resale price maintenance and unlawful competition questions, Robinson-Patman Act questions, and a multitude of questions affecting joint ventures. Our attorneys are familiar with and advise clients concerning the antitrust laws of the European Economic Community and the effect of antitrust laws on multi-national transactions.

Manufacturing and Distribution Agreements

Manufacturing companies are faced with a wide array of agreements in the development, manufacture and distribution of their products. Many of these arrangements involve joint ventures, output or requirements contracts, take-or-pay financing arrangements, equipment leasing or franchising. During the course of preparation and negotiation of these contracts, questions frequently arise concerning the assessment of risks involved in product warranties, joint developments of patents and know-how. We are often called upon to advise concerning distribution arrangements such as agreements with manufacturers representatives, distributors, exclusive or non-exclusive agents, as well as employee incentive sales agreements.

Legislation and Government Relations

Many businesses occasionally find themselves in the situation where they believe that the laws applicable to their operations unfairly penalize them or grant an unfair benefit to their competitors. Many choose to address these perceived inequities by petitioning the government for corrective legislation. Our firm is an active and knowledgeable participant in drafting legislation on such occasions. Our government relations attorneys include former members of the legislature and key government agencies, and include influential members of both major political parties.

Members of our firm are experienced in appearances before government agencies and some are registered as lobbyists to propose legislation to government officials. We have represented both individual companies and trade associations in drafting and moving laws through the legislative process.

The firm routinely handles representation before the Michigan Courts of Appeals and Supreme Court on behalf of industry trade associations to address specific cases presenting issues of interest to the business community in Michigan.

Joint Ventures and Franchising

The use of joint ventures as convenient and flexible vehicles to achieve varied business objectives is becoming increasingly common, both in the United States and internationally. Our attorneys are experts in structuring these ventures and in defining the scope of the relationship and the rights and duties of the parties, as well as tax and antitrust issues which invariably arise in the preparation of these arrangements. Joint ventures are common in a number of industries, ranging from health care to manufacturing, construction, transportation and financial services. Many involve complex considerations of tax planning and selection of the appropriate entity, whether foreign or domestic. Members of our firm have literally "written the book" in this area of the law, and are recognized national authorities on this subject.

Franchising is another means of sharing risk and providing rapid expansion for business enterprises. For both franchisors and franchisees, there are special risks that must be considered in the relationship, and particular state and national laws that govern the formation and operation of franchises. Our attorneys are familiar with these laws and experienced in handling the problems of franchisees and franchisors in a number of industries, ranging from food service to transportation and retail sales.