🏦 Secured Transactions.
Corporate and business legal work spans a broad range — secured transactions, commercial lending, entity governance, regulatory compliance, and the disputes that arise when these structures are tested.
Michigan's commercial law framework tracks the Uniform Commercial Code closely, with state-specific variations that affect how transactions are structured and enforced.
Sound legal counsel at the formation and documentation stage reduces the risk of complications when the business or its relationships are under stress.
📜 Collateral, contracts, and compliance.
Corporate and financial agreements are rarely as routine as they appear.
A security interest not properly perfected under UCC Article 9 may fail against a competing creditor or a bankruptcy trustee — not because of bad faith, but because of a procedural gap in documentation.
Written agreements, properly structured entities, and compliance with applicable regulatory requirements are the foundation that determines how a business weathers disputes, transitions, and enforcement.
Corporate Transactions and Finance.
Corporate finance legal work covers the documentation and structuring of how a business raises and deploys capital. Commercial lending — both secured and unsecured — requires loan agreements, security instruments, and, where real property is involved, mortgage or deed of trust documentation. Multifamily financing adds agency requirements from Fannie Mae, Freddie Mac, or HUD, each with distinct documentation and compliance standards.
Secured transactions in Michigan are governed primarily by UCC Article 9, which controls how a security interest is created, perfected, and enforced. Perfection — typically by filing a financing statement with the Michigan Department of State — determines priority among competing creditors. A properly structured and documented security interest holds its position; an improperly documented one may not survive a challenge.
Capital structure decisions — how a business is financed relative to its equity base — have legal implications alongside financial ones. The governing documents, shareholder or operating agreements, and any applicable securities law requirements shape how capital can be raised, how distributions are made, and what happens when the structure is reorganized or unwound.
Business Law and Compliance.
Business law encompasses the legal rules that govern how companies are formed, how they operate, and how they relate to other businesses, employees, and regulators. Entity governance — the rules in articles of incorporation, bylaws, or operating agreements — determines authority, decision-making, and the consequences when those rules are not followed.
Michigan's non-compete statute, MCL 445.774a, governs the enforceability of restrictive covenants and operates differently from the majority of states. Michigan law permits reasonable non-compete agreements, where many states have moved toward significant restrictions or outright prohibitions. Evolving federal standards from the FTC add another layer that businesses with multi-state operations need to account for.
Antitrust compliance, regulatory filings, and post-merger integration obligations vary by industry and transaction size. For businesses that operate in regulated sectors — finance, insurance, healthcare — Michigan agency oversight from DIFS or LARA may apply alongside federal requirements. Compliance is most manageable when addressed proactively, before a regulatory inquiry or dispute makes it urgent.
Litigation and Dispute Resolution.
Business disputes arise across the full range of commercial relationships — breach of contract, UCC-based claims over goods or secured assets, disagreements between partners or members, trade and payment obligations, and employment-related claims. The legal framework governing each type of dispute differs, as do the procedural options available for resolving it.
Michigan's business court docket is designed specifically for commercial disputes, with judges experienced in business matters and procedures calibrated for more efficient resolution than the general civil docket. Understanding how to use that structure — what belongs there, how cases are positioned, and what procedural tools are available — is a meaningful part of commercial litigation practice.
Many business disputes are resolved before or during litigation through negotiation, mediation, or arbitration. The availability and suitability of those alternatives depends on what the governing agreements provide and the nature of the dispute. Early legal counsel helps assess which path is realistic and what the litigation economics look like before significant resources are committed.
Business Structure and Planning.
The choice of business entity — corporation, limited liability company, partnership, or other form — determines the liability protection available to owners, the governance obligations that apply, and the tax treatment of income and distributions. Each structure carries different formalities, and failing to observe them can compromise the liability protection the structure was designed to provide.
Operating agreements and shareholder agreements establish the internal rules of the business: how decisions are made, how ownership is transferred, what happens when an owner exits or dies, and how disputes among owners are resolved. These agreements are most effective when drafted before a dispute arises — once owners disagree, the gap between what the documents say and what each party expected becomes the dispute itself.
Contract drafting is the other foundation of business planning. Commercial agreements — supply contracts, service agreements, licensing arrangements, and confidentiality agreements — define rights and obligations between parties. Ambiguity in these documents, or terms that do not match the parties' actual understanding, is the most common source of avoidable business disputes.