Publications

• Live to File Another Day

  July 11, 2017

  Michigan Supreme Court Addresses Significance of Notice of Intent Service Date to the Tolling of the Statute of Limitations in Medical Malpractice Actions On June 27, 2017, the Michigan Supreme Court released its opinion in Haksluoto v Mt. Clemens Regional Med Cntr addressing the significance of the date of service of a notice of intent […]

• Selling Your Business to a Family Member

  June 12, 2017

  Business owners can spend decades building the value of their business with the intention of one day transitioning that business to a family member. There are a number of key considerations to evaluate when planning the sale of your business to the next generation. First, you can never start planning too early. There are many […]

• Resetting the Table

  June 8, 2017

  The Removal of Uninvited Guests In October 2016, we informed you of two Obama-era Department of Labor Guidance Memos (2015 and 2016) which opened up many employers to a host of employment issues for individuals hired as independent contractors or under some degree of contractual control.  We suggested, only partially tongue-in-cheek, that employers should consider […]

• Reduce Risk with a Cybersecurity Policy

  June 6, 2017

  (June 6, 2017) As cyberattacks become increasingly common, businesses are confronting risks previously only seen in works of fiction. Cybercriminals steal users’ identities, make fraudulent purchases, and disrupt everything from travel to essential emergency services. With this in mind, New York recently became the first state to impose minimum cybersecurity standards on financial services companies. […]

• Court Sets Timer on Oppression Claims

  May 22, 2017

  (May 23, 2017) The managing member of a limited liability company makes a decision that unfairly impacts the minority members’ interest in the business, but does not have an immediate economic impact. Rather, the economic impact does not occur until several years later, when the LLC is sold and the proceeds of the sale are […]

• Recent Ruling Clarifies Possession for Medical Marijuana Caregivers

  May 8, 2017

  (May 9, 2017) The air just got a little clearer for medical marijuana caregivers when it comes to determining how much of the drug they can keep on hand for patients. The Michigan Court of Appeals, in People v. Manuel, ruled that it’s the “dried” weight, not the “drying” weight, that counts when determining whether […]

• Selling Your Business to a Strategic Buyer

  April 17, 2017

  The sale of a business to a strategic buyer is very different from a sale to a private equity firm or a financial buyer. The latter two types of buyers are usually looking to acquire a target business for the purpose of building in certain efficiencies or investing in the company for growth and then […]

• What are Sandbagging and Anti-Sandbagging Clauses?

  April 10, 2017

  To close our discussion of representations and warranties, I want to provide a brief overview of sandbagging and anti-sandbagging clauses. A sandbagging clause allows a buyer to sue the seller after closing for a breach of a seller representation and warranty that the buyer knew about prior to closing. An anti-sandbagging clause prohibits a buyer from […]

• Fundamental Representations and Warranties

  March 27, 2017

  Continuing with the theme of representations and warranties, this week’s M&A Monday update is about fundamental representations and warranties, survival periods, and caps. In many deals, some representations and warranties are deemed to be more important than others. Those representations and warranties that are most important are termed “fundamental representations and warranties.” The determination of […]

• Vapor Intrusion: Afraid to Inhale?

  March 26, 2017

  That’s understandable, given the recent publicity regarding vapor intrusion (“VI”).  Local evacuations of residences and businesses, the installation of vapor mitigation systems by governmental agencies, a joint VI initiative announced by the Michigan Department of Environmental Quality (MDEQ) and the State Department of Health and Human Services, and the MDEQ budget request to fund a […]