Business

The attorneys in Bodman's Business Law Practice Group routinely handle mergers and acquisitions, private equity transactions, venture capital transactions, securities matters, business planning, business entity formation, governance and other business law matters. Our experienced business lawyers are sophisticated, creative and practical. We operate efficiently in getting deals done and believe that we are a better value when compared to our peers.

Our business lawyers pride themselves on offering the best service and rapid response to the needs of our clients. The prestigious journal Chambers USA has routinely ranked Bodman among Michigan's very best firms specializing in Corporate/M&A law based on comments received from our clients and peers. In its current edition, Chambers USA ranks Bodman’s Corporate/M&A practice as one of the top three in the state.

Our ties with the business world began in 1927 when former in-house Ford Motor Company lawyers Clifford B. Longley and Wallace R. Middleton, who later partnered with Henry E. Bodman, formed our firm. We have clients in a wide variety of industries, including automotive, communications and media, publishing, computer software and hardware, medical technology, biotechnology, banking, insurance, securities, construction materials and operators, general merchandising and general manufacturing operations, to name a few. Our clients range in size from individuals to large publicly traded corporations and we represent businesses located throughout the United States and globally. Further, we maintain strategic relationships with law firms worldwide in order to best assist our clients with their international needs.

Our Services:

The following is a general overview of the Business Law Practice Group's areas of expertise:

Mergers & Acquisitions: As one of Michigan's leading M&A firms, our attorneys regularly handle all types of public and private mergers and acquisitions. We have extensive experience on both the buy and the sell side of transactions. We specialize in getting deals done efficiently and bringing a deal to closure, with a focus on advancing our client's business needs. Our attorneys pride themselves on being innovative and will work to further the interests of our clients, while not creating legal roadblocks to achieving their goals.

Venture Capital and Private Equity and Financings: We regularly advise clients (both issuers and investors) on capital-raising activities including private equity, venture capital, angel investments and other capital-raising transactions. Our lawyers have assisted clients with all aspects of financings, including structure, documentation, closings and post-closing matters. In a recent two-year period our venture capital and private equity specialists negotiated and closed more than 27 separate corporate finance transactions totaling more than $150 million, including seed and follow-on funding, venture capital funding, debt financing (including senior and mezzanine debt), funding and raising funds for a private investment entity.

Joint Ventures: We have significant experience working with joint ventures, both domestically and internationally. Bodman attorneys provide advice on all aspects of joint ventures, including structure, business terms and legal documentation. We also work with our clients to engage and manage foreign law firms as needed. In one representative transaction, we helped a Tier-1 automotive supplier establish joint ventures with manufacturers in Asia, Europe and Mexico that allowed it to bring products to market quickly and service customers across three continents.

Corporate Governance and Public Company Regulation: We assist publicly-held corporations in complying with the full range of corporate reporting and regulatory obligations, including requirements of the Securities and Exchange Commission, the New York Stock Exchange and NASDAQ. Our experience in these areas involve preparation and review of required periodic reports (annual, quarterly and current) and proxy materials, as well as advising clients on disclosure issues, Section 16 and Regulation FD compliance, and Sarbanes-Oxley Act corporate governance and internal controls obligations. We also advise clients regarding legal issues arising from annual shareholder meetings, shareholder inquiries and shareholder proposals. We regularly serve as counsel on matters relating to boards of directors, special and other committees, and special investigative and litigation matters.

Commercial Agreements: We advise clients on all aspects of the procurement and licensing process, including development of requests for proposal, negotiating agreements with vendors, negotiating subsequent schedules, statements of work and amendments to agreements, and terminating agreements. We also assist businesses in developing standard vendor agreements for the acquisition of products, services and technology (software and hardware). With our assistance, our clients have saved millions of dollars on vendor contracts.

Emerging Industries and Start-Ups: We serve as corporate counsel to start-up and established businesses in the sectors that represent the future of Michigan’s economy, such as software, alternative energy, aerospace, biotechnology, and media. We help these companies optimize their business and tax structure, secure financing, commercialize technology, and develop strategic relationships. Whether setting up the original business entity or restructuring an existing one, we assist clients in choosing a corporate structure consistent with tax goals, capitalization and funding strategies, relationships among company founders, intellectual property realization, and plans for corporate growth.

Automotive Contracts: We have extensive experience with automotive contracts and related issues. Our lawyers have also acted as temporary in-house counsel for certain of our Tier 1 supplier clients. We have advised numerous companies regarding purchase order terms and conditions, terms and conditions of sale, supply agreements and service agreements. We have vast experience in counseling on issues such as adequate assurances, threats, injunctive relief, warranty claims, resourcing and others. We also have unique insight into M&A transactions involving the automotive world.

Closely Held Businesses: We specialize in advising closely held corporations, limited liability companies, and partnerships in all aspects of business formation and operations. Our comprehensive representation of closely held businesses often includes providing estate- and succession-planning advice to the business owners and their families.

International Business Transactions: Our international experience includes buying and selling businesses around the world, establishing joint ventures and buying or selling interests in joint ventures. In a recent transaction, we assisted a client in the sale of a software business located in the United States and India. While we assumed responsibility for the transaction overall, we also effectively managed the law firm engaged in India to successfully close the transaction. We have established relationships with law firms throughout Europe, Asia (including India and China), Oceania, and North and South America (including Canada and Mexico) that enable us to quickly and efficiently meet our clients’ needs and manage legal work around the globe.

Industry Focuses: We have aligned teams with respect to the following industries:

• Aviation
• Automotive
• Banking and Financial Services
• Biotechnology
• Computer Hardware and Software
• Construction
• Consumer Retailing
• Energy
• Franchising
• General Manufacturing
• Health Care
• Information Technology
• Insurance
• Life Sciences
• Media/Publishing
• Pharmaceuticals
• Professional Services
• Medical Technology
• Sports Franchises
• Telecommunications

• Transportation

Representative Assignments:

While we have assisted in numerous transactions, the following is a brief example of certain representative experience:

Bodman attorneys have structured numerous public-private partnerships critical to the completion of important urban revitalization projects. Examples include the $500 million Stadiums Project in downtown Detroit and a $230 million racetrack in Kansas City, Kansas.

We handled the purchase of a leading aviation services company and continue to counsel the purchaser on all aspects of aircraft management, aircraft sales and acquisition, aircraft maintenance, avionics installation and repair, FBO services, and aircraft charters.

A major technology outsourcing firm with operations in 22 states and overseas relied on our counsel beginning with its founding in 1985. In 1995, its original owners sold control of the company to a private equity firm, which did an initial public offering in 1996. We subsequently represented the company in various secondary securities offerings and in its acquisition of more than 70 private companies in a three-year period.

We represented a software company with assets in Michigan and India in a complex transaction involving multiple closings to sell those assets to a large publicly traded corporation.

We assisted a client in a reverse stock-split transaction and the related transition from the New York Stock Exchange to the Alternext.

A buyer turned to Bodman for assistance in the employee buyout of a leading producer of non-woven rolls, a transaction that presented a number of complex issues in structuring a purchase price calculation that was acceptable to all parties, as well as the difficult business and emotional challenges typical in the sale of a long-time family-owned business.

We represented a U.S.-based publisher in the sale of its business in a cross-border transaction involving a U.K.-based publisher of college lab manuals, textbooks and other instructional materials.

A Bodman partner, serving as Special Master to the Federal District Court for the Eastern District of Michigan, helped negotiate the resolution of a complex 30-year dispute among various communities over the ongoing operations of the Detroit Water and Sewer Department.

We represented a publicly traded property and casualty insurance holding company in its acquisition by a competing publicly traded property and casualty insurance holding company in a transaction valued at more than $270 million.

Bodman M&A specialists assisted a manufacturer of elastomeric seals and custom molded products for the automotive, healthcare and energy industries in three separate acquisitions during 2008 involving companies based in multiple states.

We represented the majority shareholder and the acquisition company in a going private transaction involving an operator of more than 600 hosted retail optical outlets throughout the United States which had been publicly traded on the American Stock Exchange.

We represented the majority selling shareholders in the sale of $93 million in stock to an ESOP for a combination of cash and subordinated debt.

We represented an 80-year old business, a pioneer in the materials handling industry, in the sale of 100 percent of the outstanding shares of the company to a Japanese materials handling conglomerate with operations in 19 countries.

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