Commercial Law Advisors
Business Expertise Focused on Smart Legal Guidance
We assist clients in determining which entity best fits the needs of the business and how to be both professionally respected and legally compliant.
Know exactly what you are signing, trust your counsel to guide you towards achieving business goals.
And for new start-ups, entrepreneurs, or small business owner's discuss and plan around the important issues with your counsel so that you can meet demand on the right footing.
If you are facing a lawsuit or have a question about a potential cause of action, we can assist you in balancing the scale of justice.
Come meet the Michigan litigation defense and transactional attorneys at the law office of Zamzow Fabian PLLC.
Whether you head a mid-sized, large corporation, or looking to enter the market the business lawyers at the law firm of Zamzow Fabian PLLC can help.
Acquisitions and Mergers
When buying, selling, or merging a business important things are easily over-looked. Carefully consider which entity will answer to creditors or will hold equipment and inventory. Devise all closing documents with error-correcting provisions.
Agency and Principal Law
Conflicts arise in large and small businesses alike that implicate agency-principal law. If an executive leaves the business, does the business have a method of notifying contacts of the terminated agency relationship?
Antitrust law (competition law)
Closely aligned with mergers and acquisitions, anticompetitive or industry stifling business deals may require clever re-structuring to survive federal regulatory oversight.
Preparing for the future is what drives success, being aware of possibilities is the first step towards preparation.
Business Entity Formation
Design a business specifically to the plan envisioned. Is an LLC or corporation a better option for a start-up? How do you start a non-profit? What happens if there is a disagreement with owners?
Corporate Contracts and Transactions
The backbone of every business boils down to contracts. A well drafted contract is easily understood and adaptable to a wide variety of situations. Negotiate with template provisions implicated by the UCC.
Zamzow Fabian PLLC offers various corporate counsel packages to suit the needs of medium and small business. With our model we can help your business avoid thousands of dollars in legal defense fees.
Exceptional business attorneys and corporate lawyers should be available to every business.
Proper financing, drafted with your banker and lawyer will protect you from the unexpected and optimize growth by leveraging only those assets necessary to secure the debt.
Corporations operate under hundreds of laws at the state and federal level. Be certain that your business is properly licensed and following regulations.
Zamzow Fabian PLLC offers commercial litigation defense lawyers in West Michigan and Grand Rapids, we offer economic analysis and trial attorneys to defend your case, saving you time and money by running an efficient defense.
Manage your risk of litigation with a lawyer that understands the ins and outs of your enterprise.
Purchasing and Selling (UCC)
The Uniform Commercial Code or UCC as adopted by Michigan is an excellent, although not perfect, standard set of laws that operates in nearly every jurisdiction. It is the basis of any transaction.
Negotiations and Contract Disputes
Before discussions devolve, speak with a Zamzow Fabian PLLC attorney and economic's team to better assess the risk-benefit of a particular provision.
Transacting with China, Switzerland, or Canada offer vastly different challenges. How do you broker a transaction with a company that has no international judicial oversight? Each situation requires a sophisticated counsel.
We value our long-term relationship as your corporate counsel.
And grow while making the toughest business decisions.
Acquisitions and Mergers
The corporate and business lawyers at Zamzow Fabian PLLC have focused expertise to best assist its clients throughout the state of Michigan in mergers, acquisitions, and asset purchases.
It is important to understand the assets you are purchasing, and imperative to understand the business you are buying or merging with.
Our attorneys work to ensure that your business transaction passes smoothly through the Uniform Commercial Code (UCC) and are completed so that the businesses can operate as planned.
No corporate transaction is the same, but not all transactions are different; look for an agile lawyer that can react to the structure of the transaction.
Agency and Principal Law
Businesses are run on agency and principal relationships.
The agent may be liable to the principal under some circumstances for contracts wrongly entered into by the agent.
And more importantly, the principal may be liable to third parties under many circumstances for contracts entered into by an agent.
In Michigan, a principal can also be held liable to third party for wrongful acts committed by an agent.
This is important because agents can be employees and principals are often employers.
Therefore, (for illustration) if an employee crashes a company car, the employer may be held liable.
Businesses that have the foresight to ask its attorney before an issue arises, have a better chance of avoiding vicarious liability.
Contact the employment attorney at Zamzow Fabian PLLC to discuss how your business handles offsite employees.
Michigan and Federal law regulates commerce and the restraint of trade.
Sherman Antitrust Act (1890 in 15 USC §1) states: "Every contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce among the several States, or with foreign nations, is declared to be illegal" (and later bolstered by the FTC in 1914).
Drafted to combat anticompetitive practices (reduce individual corporate domination and allows for fair competition), the act authorizes a fine of up to $1,000,000 for individuals and $100,000,000 for corporations.
The Clayton Antitrust Act of 1914 broadens the reach of the Sherman Antitrust Act to: price discrimination between competing buyers, if the discrimination facilitates monopoly formation; unreasonable exclusive dealing agreements; certain tying arrangements; and it even extends to mergers and acquisitions that significantly influence competition.
And the Robinson-Patman Act of 1936 closes several gaps in the Clayton Antitrust Act to extend to price discrimination between manufacturers and distributors.
Be certain your business plans comply with the regulations and legislation outlined by various state and federal agencies and governmental bodies.
Begin your business planning discussions with Zamzow Fabian PLLC.
Although they are related: a fairly common google search for non-competition triggers anti-competition and antitrust information, so if you query directed you to this page, Zamzow Fabian PLLC also assists employers and employees with non-competition, non-solicitation, and non-disclosures.
See Zamzow Fabian PLLC employment attorneys for additional information.
Roughly, under the Michigan Antitrust Reform Act (MARA) (MCL 445.771 et seq.) employers and employees are free to enter into agreements to protect the employer's "reasonable competitive business interests".
Restrictions under that act are: reasonable in (1) duration, (2) geographic scope, and (3) type of activity.
And it is the employers burden to prove the reasonableness of the restraint.
Michigan courts are allowed to blue-line unreasonable terms to fit reasonable restrictions.
One example of a fairly common Grand Rapids non-competition agreement is between an employer hair salon, and its employee hair specialist.
Under these types of non-compete agreements, it is important to remember (3) the type of business activity is unlikely to any warrant protection.
Additionally, (2) the geographic scope is usually the entire county of Kent or city of Grand Rapids, which is likely too broad.
Finally, (1) the duration is often unreasonably long in months or years.
Contact Zamzow Fabian PLLC for more information.
Business Entity Formation
At Zamzow Fabian PLLC, our business law professionals will help guide you towards forming or changing your business entity type.
Corporations, Limited Liability Companies, and Partnerships each have its own best business model to fit.
Professionals might consider forming a Professional Limited Liability Company (PLLC), real estate syndicates may consider forming a Limited Partnership (LP), and multi-jurisdictional companies may consider forming a corporation.
Each business is best suited for a particular entity type, reducing the personal liability of its members, and optimal tax treatment are often top priorities.
Consult with a Zamzow Fabian PLLC lawyer in downtown Grand Rapids to help determine the best model for your business.
The Michigan adopted version of the Uniform Commercial Code regulates the sale of goods and Michigan common law (and select statutes) regulates all other contracts.
As a corporation it is imperative that all business dealings are memorialized in written contracts.
A written contract will protect business relationships and prevent confusion; further, if litigation arises, a contract in evidence will keep costs lower.
Discuss with Zamzow Fabian PLLC your service, purchase, and shipping and receiving contracts.
Counselor on Call.
It is wise to have a professional Resident Agent & Registered Address if your business has regular customers or employees in your place of business.
If a business is sued, service of process is delivered to your Resident Agent at the Registered Address; protect your brand by keeping legal matters confidential.
Additionally, Zamzow Fabian PLLC offers businesses an opportunity to access on-demand legal help as if they had a corporate counsel without the high cost.
General counsels provide legal oversight when called upon by the CEO, President, or owner-Member.
Experience the perks, that large corporations benefit from, by having a continuous relationship with your legal counselor; and know what you legal costs will be.
Consider finance dealings with sources of funding and organizational capital structure.
Ask for counsel guidance for potential actions that managers might take to increase the value of the firm to the shareholders.
There are many methods and avenues a business may take to allocate financial resources from one area in a business to another.
Further, begin to accurately assess the true value of a potential acquisition.
Shareholders or unit holders, directors and board members, employees and contractors, creditors, debtors and consumers have numerous regulations and statutes determining how relationships interact.
Corporations and Limited Liability Companies sometimes operate very similarly, however they are distinct entities and have different laws dictating how they must operate.
Discuss with Zamzow Fabian PLLC how best to preserve your company structure and prevent liability from reaching a executive, board member, or shareholder.
When facing litigation or contemplating a cause of action to remedy a harm caused by another party you must act fast and carefully.
A statute of limitations might jump between you and your remedy so do not delay, likewise, if you or your business has been served the default-clock is already ticking.
Many law firms in the Grand Rapids area purport a unique agressive tendency or ruthless attack skills, Zamzow Fabian PLLC is thoughtful, deliberate, and resilient.
There is a time to settle and a time to stay strong, we counsel our clients to set aside personal animosity and uncertainty for the betterment of the business.
We rely on the law rather than unprofessional tactics.
Talk to Zamzow Fabian PLLC about an intelligent defense.
Every jurisdiction offers different challenges and benefits, like all business decisions, planning is the most important aspect. Get in contact with your attorney early to discuss the benefits and risks of your plan.
Purchasing and Selling
Uniform Commercial Code.
Explore your business practices with your lawyer to adapt to the typical burden of loss in your trade; determine whether or not your insurance policy protects loss in transit or before.
The Uniform Commercial Code as adopted by most states declares exactly who must endure the loss under COD, when the right of inspection arises, and when those rights lapse.
It is a straight-forward piece of legislation that effects nearly every business (except some service industries).
For more information and consultation contact Zamzow Fabian PLLC to determine how this code might influence how your business operates.
Negotiations and Contract Disputes
After two parties have determined whether or not they are interested in doing business together, the contract emerges and exhausting negotiations between two businesses can destroy a transaction before it gets off the ground.
Contact Zamzow Fabian PLLC as soon as possible, lawyer to lawyer negotiations will avoid mood points and focus on the 'true' business decisions.
For example: One recent client spent three weeks negotiating a service contract with a new client, after contacting Zamzow Fabian PLLC a short discussion with the other attorney resolved all major issues in under an hour.
Often times the barriers between businesses can be broken when they know its legal interests are protected, don't let confusion cost an opportunity because of a misunderstanding about indemnification.
Zamzow Fabian PLLC believes lawyers must be deal makers, and not deal breakers; whether you are a start-up or a multinational corporation you will benefit from the business expertise at this downtown Grand Rapids law firm.